March 18, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Attention: Filing Desk - Stop 1-4
Gentlemen:
Re: Symbol Technologies, Inc.
Annual Report on Form 10-K
For Fiscal Year Ended
December 31, 1995
File No. 1-9802
On behalf of Symbol Technologies, Inc. (the "Company"), I
transmit for filing under the Securities Exchange Act of 1934 (the
"Act"), the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995. I have been advised by the Company
that the financial statements contained in the report do not
reflect any changes from the preceding year's financial statements
with respect to accounting principles or practices or in the method
of applying such principles or practices.
A wire transfer in the amount of $250.00 in payment of the
filing fee has been deposited in the SEC lock box account no. 910-
8739 at the Mellon Bank in Pittsburgh, PA.
If you have any questions regarding the enclosed materials,
please call the undersigned by collect telephone at (516) 738-4765.
Very truly yours,
s/Leonard H. Goldner
Leonard H. Goldner
Senior Vice President
and General Counsel
LHG:mk
<PAGE>
March 18, 1996
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
In connection with the undersigned's Annual Report on Form 10-
K for the year ended December 31, 1995 and pursuant to Item
601(b)(4)(iii) of Regulation S-K, the undersigned has not filed as
exhibit 10.6 an Industrial Revenue Bond financing agreement in
respect to its executive offices since the total amount of
securities authorized thereunder does not exceed 10% of the
Registrant's total consolidated assets. The Registrant, however,
agrees to furnish a copy of such documents to the Commission, if so
requested.
By: s/Thomas G. Amato
Thomas G. Amato
Senior Vice President -
Finance and Chief
Financial Officer
TGA:mk
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number 1-9802
SYMBOL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-2308681
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Symbol Plaza
Holtsville, NY 11742-1300
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (516) 738-2400
Securities registered pursuant to
Section 12(b) of the Act:
Common Stock, par value $.01 New York Stock Exchange
(Title of each class) (Name of each Exchange on
which registered)
Securities registered pursuant to Section 12(g) of the Act: None
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
The aggregate market value of the voting stock held by persons other
than officers and directors (and their associates) of the registrant, as of
February 15, 1996 was approximately $763,000,000.
The number of shares outstanding of each of the registrant's classes
of common stock, as of December 31, 1995, was as follows:
Class Number of Shares
Common Stock, par value $.01 25,621,181
Documents Incorporated by Reference: The registrant's Proxy Statement to
be used in conjunction with the Annual Meeting of Shareholders to be held
on April 29, 1996 (the "Proxy Statement") is incorporated into Part III.
-1-<PAGE>
PART I
Item 1. Business
The Company
Symbol Technologies, Inc. ("Symbol" and, together with its
subsidiaries, the "Company"), a Delaware corporation, is the
successor by merger in 1987 to Symbol Technologies, Inc., a New
York corporation which was organized in 1973 and is the largest
manufacturer of bar code-driven data management systems. The
Company is the only corporation in its industry with in-house
technology for the design and manufacture of bar code scanning
products, hand-held computers and radio frequency (RF) data
communications systems. The Company is engaged in one industry
segment - the design, manufacture and marketing of bar code
reading equipment, hand-held computers and radio frequency data
communications systems which are used as strategic building
blocks in data collection systems in retail, transportation,
parcel delivery and postal service, warehousing and distribution,
factory automation and many other applications.
Company Products and Services
General
The Company develops, manufactures, sells and services (i)
bar code scanning products that employ laser technology to read
data encoded in bar code symbols, and (ii) data collection
systems incorporating application specific hand-held computers.
The Company's bar code scanning equipment is compatible with a
wide variety of data collection systems, including computers,
electronic cash registers and portable data collection devices.
Bar code scanners are used to enhance accurate data entry and
productivity in retail, transportation, parcel delivery and
postal service, warehousing and distribution, factory automation
and many other applications.
The Company's data collection systems consist of hand-held
computers, peripheral devices, software and programming tools,
and are designed to provide solutions to specific customer needs
in data collection. They are used to collect data at remote
locations and to transmit information between these locations and
the user's central data processing facility. Data can be entered
by a touch screen or a device which reads bar codes or may be
keyed into memory on a numeric or alpha-numeric keyboard. Data
can be transmitted and received through direct connection,
regular telephone lines with acoustic couplers and modems or by
radio waves. A majority of the Company's hand-held computers
include an integrated bar code reader.
Bar Code Scanning Products
Sales of the Company's bar code scanning products have
accounted for approximately 40 percent of the Company's revenues
for the years ended December 31, 1995 and 1994 and approximately
45 percent of the Company's revenues for the year ended December
31, 1993.
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The Company's bar code scanning products consist of
devices designed to scan and decode bar code symbols and transmit
data. The Company sells various models of its bar code reading
systems, each of which consists of a laser scanner and interface
controller. In some models, the interface controller is
integrated into the handle of the scanner. The laser scanner
reads the symbol and transmits a digitized signal to the
interface controller. The interface controller contains a
microprocessor which decodes the information received and
interfaces with the user's computer.
The Company sells several different hand-held laser based
scanners, the most important of which are the LS 2000 and LS
3000. The LS 2000 Series is a trigger-operated, visible laser
diode-based scanner with the capability to handle contact as well
as non-contact scanning applications out to the limit of
visibility of the scanning beam. It was first introduced in
1989. The LS 2000 Series is primarily sold to point-of-sale
customers and for use in conjunction with portable data
collection devices.
In 1995, the Company introduced its next generation hand-
held scanner, the LS 4000 Series. The Company anticipates that
the LS 4000, which will be commercially available in 1996, will
replace the LS 2000. Improved performance, rugged construction,
and an advanced ergonomic form factor make the LS 4000 ideal for
price scanning and inventory management in a wide variety of
retail and commercial segments.
The LS 3000 Series introduced in 1993, consists of
trigger-operated, visible laser diode-based scanners used to read
all common linear bar code symbologies and densities up to a
distance of 20 feet. The LS 3000 is particularly well-suited for
industrial and military applications because of its rugged
housing. These devices consume less than one watt of power
during scanning. Specialty versions of the LS 3000 include long
range scanners capable of reading bar codes of virtually all
sizes at distances ranging from near contact to more than 35 feet
(3000 LR, ALR, XLR and ER) and low contrast reading capability
scanners (3000 HV and VHD) both using "spot and scan" two
position triggers for ease of aiming and visibility.
Introduced by the Company in 1995, the LS 2600 and 3600
Series of laser bar code scanners incorporate fuzzy logic
technology and beam management optical technology. Fuzzy logic
allows these scanners to accurately digitize and decode poor
quality or damaged bar codes. Beam management optical technology
allows operators to scan bar codes at varying distances.
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In 1993, the Company introduced the first cableless hand-
held scanner, the LS 3070. The LS 3070 transmits data via narrow
band RF with a range of up to 50 feet from its base station. The
scanner is particularly useful in environments where tethered
scanning is inadequate.
In 1992, the Company introduced the PDF 1000, the first
hand-held laser scanner designed to read PDF 417, a high-
density, high-capacity portable data file storing approximately
one kilobyte of data in a machine-readable code. PDF 417 is a
two-dimensional checkerboard-like bar code symbology which
incorporates error detection and correction capability and has
one hundred times the information capacity of a traditional
linear bar code. Unlike linear bar codes, PDF 417 can contain an
entire data record reducing or eliminating the need for an
external system of linked data storage. PDF 417 may be read by
either a laser-based bar code reader or a one- or two-dimensional
CCD bar code reader. Most other two-dimensional bar codes can
only be read by a CCD bar code reader.
The PDF 1000 decodes PDF 417 with subsecond performance.
Unlike the Company's traditional hand-held laser scanners which
trace a single laser line across a linear bar code, the PDF 1000
scans in a rastering pattern, its laser beam zigzagging across
and down the PDF 417 symbol. The PDF 1000 is also capable of
reading traditional linear bar codes. To date, sales of the PDF
1000 have not been material.
In 1995, the Company introduced the LS 4800, a hand-held
laser scanner designed to optimally read both PDF 417 and all
conventional, linear bar codes. The LS 4800 integrates a
miniature resonant 2D scan engine that rasters, reading PDF 417
symbols horizontally and vertically at 560 scans per second. Due
to its rapid scan rate and advanced optics, the LS 4800 is adept
at reading poor quality symbols. The Company anticipates that
the LS 4800 will replace the PDF 1000 in 1996.
The LS 1000 Series, introduced in 1996, is the Company's
smallest and lightest trigger operated, hand-held laser scanner.
The LS 1000 is a limited performance scanner ideal for light use
scanning environments where low cost is a critical factor.
In 1992, the Company introduced the LT 1700 LaserTouch,
a family of visible laser diode-based bar code scanners that
combines the performance and accuracy of laser-based bar code
technology with scanning for applications where near contact
scanning and touch ergonomics are sufficient. In 1995, the
Company introduced the LT 1800 LaserTouch an optically enhanced
version of the LT 1700. The Company anticipates that the LT 1800
will replace the LT 1700 in 1996.
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In addition to its hand-held scanners, the Company also
offers several families of "hands-free" scanners. Unlike the
Company's hand-held scanners, these scanners are usually
triggered by an object sensor to enable use in situations where
use of both hands is required.
In 1991, the Company introduced the LS 5000, a
miniaturized slot scanner, primarily sold to mass merchants, drug
stores, convenience stores and smaller grocery chains. The
Company believes that the LS 5000 was the first slot scanner
based upon visible laser diode scanning technology.
In 1995, the Company introduced two new miniaturized slot
scanners, the LS 5300 and the LS 5400. The LS 5300 is an
improved version of the LS 5000 incorporating enhanced
electronics and software which facilitate improved first-pass
read rates. The LS 5400 features a stainless steel housing and
hardened glass window for heavy-duty use in hard good
environments.
The LS 5700 and the LS 5800 miniaturized slot scanners,
introduced in 1996, have been developed to eventually replace all
other miniaturized slot scanner models currently offered by the
Company. The LS 5700 was designed to accommodate all vertical or
"on counter" applications and incorporates a full sleep mode
function which allows the motor and laser to turn off after an
extended period of scanner inactivity extending scanner longevity
and reducing power consumption. The LS 5800 operates in
horizontal or "in counter" applications and features rugged
housing and a sealed exit window that resists spills and dirt.
In 1994, the Company introduced the LS 9100, a laser-diode
based projection scanner. The LS 9100 generates a large
omnidirectional pattern of twenty interlocking laser lines that
can read bar codes at various angles for high productivity
scanning.
Since 1988, the Company has been selling a series of scan
modules consisting of solid state laser diode-based laser
scanners. The latest version, the LS 1220 was introduced in
1994. These compact, non-contact scanners can be integrated
internally with the user's own equipment or used independently as
fixed-mount scanners on conveyor lines or robotic arms.
In 1990, the Company began marketing bar code laser
scanner modules or scan engines which are integrated by
unaffiliated third parties into their portable computing devices.
An example of this type of product is the Delivery Information
Acquisition Device (DIAD) used by United Parcel Services ("UPS")
so that UPS can rapidly and accurately collect data from bar
coded packages, consignee signatures and other delivery
information.
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In 1992, the Company introduced the SE 1000 Series scan
engine. The SE 1000, which measures approximately one cubic inch
and weighs about 1 ounce, enables third-party manufacturers to
integrate high performance laser scanning into a variety of
devices including hand-held computers, medical instruments,
diagnostic equipment, lottery terminals, vending machines and
robotics. With a working range of 2 to 24 inches, the SE 1000
operates at supply voltages as low as three volts, making it
ideal for integration into portable and battery-powered devices.
Versions of SE 1000 are available with an integrated decoder and
RS 232 interface.
The SE 1100 Series scan engine, introduced in 1994,
incorporates optimized laser focusing for reading low contrast
and poorly printed bar codes and extended electromagnetic
interference (EMI) protection, making the SE 1100 scan engine
ideal for reading bar codes on shipping manifests, outer packing
cases or other exposed surfaces in a warehouse environment. The
SE 1100 offers improved performance over the SE 1000 in a
slightly larger size.
Introduced in 1996, the SE 1200 Series scan engine was
engineered to provide the best performance in the smallest
possible size. Smaller than the SE 1100, the SE 1200's working
range and ability to read poor quality bar codes is equal to that
of hand-held scanners. The Company anticipates that the SE 1200
will replace the SE 1000 and the SE 1100.
The SE 2000 Series scan engine, introduced by the Company
in 1995 and commercially available in 1996, is a high performance
laser scan engine capable of reading both one dimensional and two
dimensional bar codes.
In 1992, the Company introduced "Gladiator", an innovative
arm-mounted bar code-based data transaction system that allows
portable hands-free bar code scanning, data collection and RF
data communications. The Symbol Application Productivity System
(APS) 3395 is a wearable computer system for users who rely on
the efficiency and accuracy of bar code scanning but require the
use of both hands to perform job functions. The APS 3395 system
combines three elements: the Symbol HF 2000, a laser scanner
about the size of a computer mouse that is mounted to the back of
the hand; the Symbol AP 3390, a forearm-mounted keyboard/display
module; and a waist-mounted 16-bit, DOS-based portable computer.
The latest addition to the Company's "wearable" bar code
scanning systems is the WS 1000 wearable scanner series which
consists of two components. The system combines the RS 1, a
miniature scanner worn as a ring that allows the user to simply
point a finger to scan a bar code and a compact, light weight,
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wrist mounted 16-bit computer with display which permits wireless
communication to the host computer. The WS 1000, introduced in
1995, will be commercially available in the first half of 1996.
The Company anticipates that the WS 1000 will replace the APS
3395 system.
The Company also produces a series of low cost, interface
controllers. These devices permit the Company's scanner products
to easily interface with a wide range of standardized terminals,
personal computers, point-of-sale terminals, portable terminals
and dedicated computing hardware.
Product list prices for the Company's bar code scanning
equipment range between $425 to $3,195 depending on product
configuration. The Company offers discounts off list price for
quantity orders and sales are frequently made at prices below
list price.
Portable Data Collection Systems
The Company's portable data collection systems consist of
hand-held computers, peripheral devices, software and programming
tools. These systems collect data at remote locations and
transmit information between these locations and the user's
central data processing facility and are designed to provide data
collection solutions for a variety of applications. A majority
of the Company's hand-held computers also include an integrated
bar code reader. These systems accounted for approximately 50
percent of the Company's total revenues for the years ended
December 31, 1995, 1994 and approximately 40 percent of the
Company's total revenues for the year ended December 31, 1993.
Portable Data Collection Devices. The Company's portable
data collection devices are microprocessor-based, lightweight and
battery-operated hand-held computers. Data may be captured by a
device which reads bar codes or may be keyed into memory via an
integrated keyboard or a touch screen. The data collected by the
hand-held computer can then be transmitted to a host computer by
direct connection through regular telephone lines with acoustic
couplers and modems (batch file transfer mode). Data may also be
transmitted instantly as it is collected by radio waves (real-
time transaction processing). Information from the Company's
hand-held computers may be communicated to a stand-alone receiver
or computer which formats the data for input into a host
computer, or directly into a host computer by communications
controllers supplied by the Company. Depending on the model, the
Company's hand-held computers may have up to 16 megabytes of
Random Access Memory (RAM) for data storage and multiple input
and output capabilities for the connection of printers, bar code
readers and communications devices. In addition, based upon
customer specifications, the hand-held computers may also have
built-in bar code readers and various built-in communications
devices for transmission and receipt of data.
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The Company offers two wireless local area network (LAN)
products. In 1990, the Company introduced its Spectrum One
cellular radio frequency network for wireless data transactions.
Installation of the network at various customer sites began in
1991 and the network is now installed in over 13,000 sites in 12
countries. Spectrum 24 introduced in 1995, operates on a 2.4
Ghz frequency range and is designed to comply with forthcoming
IEEE 802.11 standards, developed to insure interoperability of
wireless LANs and portable computing equipment of different
manufacturers. Based on spread spectrum RF technology, Spectrum
One and Spectrum 24 networks provide real-time wireless data
communications with a host computer for hundreds of portable and
fixed-station computers and radio-integrated scanners. Unlike
traditional RF-based networks, spread spectrum installation
requires no individual site license from the FCC. The Spectrum
One and Spectrum 24 systems work in tandem with a broad range of
the Company's RF capable hand-held computers.
Design engineering and support for both the Company and
third-party RF-based data communications systems is conducted in
the Company's San Jose, California facility. The focus of the
group is the design of wireless bar code data transaction systems
based on the Company's Spectrum One and Spectrum 24 LANs and
support for the integration of those high-performance networks
into customer's data networks and enterprise-wide information
systems.
The LRT 3800, introduced in 1990, incorporates in a
single, hand-held unit, high-performance laser bar code scanning,
a 16-bit DOS-based computer and a radio modem for communication
via the Company's Spectrum LANs. Based on visible laser diode
scanning technology, the battery-operated LRT 3800 is compact and
ergonomically designed and provides up to 1.2 megabytes of memory
capacity.
The LDT 3805, also introduced in 1990, is identical to the
LRT 3800 in physical appearance. Its scanning and computing
functions are similar but it has no RF communication capability.
It is optimized for collecting and storing data, later to be
downloaded to a host computer.
Both the LRT and LDT have the capability for data entry
via bar code scanning or by using the full-function keypad. The
pair are ideal for scan-intensive applications such as receiving,
shipping, inventory control, order and shelf-price verification
as well as other applications in both retail and warehousing.
Introduced in 1996, the PDT 2100 hand-held integrated
computer is the Company's smallest and lightest high-performance
hand-held computer with laser scanning capability. The Company
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intends to introduce in 1996 versions of the PDT 2100 which will
incorporate the Company's Spectrum LANs. The PDT 2100 design,
which resembles a TV remote controller, facilitates easy
intuitive use while the PC-standard 16-bit architecture and
Microsoft MS-DOS operating system provide superior data
management capabilities.
Datawand hand-held computers were first introduced by the
Company in 1985. The Company's principal Datawand product, the
Datawand IIB, is a self-contained optical wand bar code reader
hand-held computer which is only 7-1/4 inches long and one inch
in diameter and weighs slightly more than two ounces. In 1989,
the Company introduced a new optical wand bar code reader, the
Datawand III, which contains 32 kilobytes of memory and a 16
character single line display.
In 1993, the Company announced the co-development with
Albert Heijn of The Netherlands, Europe's largest grocery market
chain, and TNO Product Centre, a leading Dutch engineering design
firm, of a shoppers portable self checkout system. The system,
which is integrated with the retailer's point of sale system,
utilizes the Company's LST 3803, a hand-held computer with an
integrated laser scanner which allows shoppers to scan and
tabulate their purchases as they shop.
In 1995, installation of Symbol's portable self checkout
systems has expanded both to new customers and more sites. There
are currently 55 systems installed in three countries. Although
retailers and customers have been very pleased with the shoppers
portable self checkout system and other food and non-food
retailers have expressed an interest in the self checkout
concept, due to the innovative nature of the concept, there can
be no assurance that self checkout will be implemented on a wide
scale either internationally or domestically.
The PDT (Portable Data Terminal) family of general purpose
hand-held computers features advanced technology including Very
Large Scale Integrated (VLSI) circuits, which incorporate many
standardized integrated circuits into one computer chip allowing
for size and cost reductions. Also, the PDT family employs
surface mounted component technology for reduced size and
increased performance and dependability, as well as industry
standard 8- and 16-bit microprocessors. The PDT family includes
a series of hand-held computers which are available with
different features and at varying costs depending on customer
requirements and preferences. The PDT hand-held computers
feature up to sixteen lines of liquid crystal display, slim,
lightweight design, multiple input and output ports and up to one
megabyte of internal memory. PDT hand-held computers have
various keyboard configurations, including a user configurable
keyboard. The PDT family was originally introduced in 1985.
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The PDT 3100 hand-held computer, a 16-bit DOS-compatible
computer, was introduced in 1993. Versions of the PDT 3100 also
incorporate the Company's SE 1000 scan engine and feature a
unique swivel-head scanner design which adjusts instantly for
right- or left-hand scanning operation. The PDT 3100 is the
Company's largest selling hand-held computer. In 1994, the
Company introduced versions of the PDT 3100 incorporating the
Company's Spectrum One data communications network and direct or
acoustic modems for telephone line communications and in 1996,
the Company introduced versions of the PDT 3100 which incorporate
the Company's Spectrum 24 LAN communications capability and an SE
2000 scan engine providing one and two dimensional bar code
scanning capability.
In 1990, the Company introduced the PDT 3300, a 16-bit
DOS-compatible batch hand-held computer. The PDT 3300 provides
expanded program capacity and keyboard and display flexibility
coupled with an environmentally sealed unit for use in harsh
environments. The Company also offers versions of the PDT 3300
which operate with the Company's Spectrum One and Spectrum 24
networks.
The PPT family of portable pen computers integrates
several key technologies for improving information management.
These PC compatible hand-held computers incorporate pen and touch
input on an active matrix screen; a graphical user interface; an
SE 1000 series scan engine; and standard PCMCIA slots for
wireless or wide area network capability. The PPT 4100,
introduced in 1994, is intended for use in information-intensive
applications in retail and other environments where managers will
benefit by accessing remote databases to make real time inventory
and purchasing decisions to significantly enhance customer
service and improve productivity. The PPT 4600, introduced in
1995 and commercially available in 1996, incorporates a 486
microprocessor which supports both DOS and Windows based
applications and an SE 2000 scan engine, making it the first
hand-held computer that has the capability to scan and decode PDF
417. Engineered to withstand rugged treatment and endure outdoor
conditions such as windblown rain or dust and extreme
temperatures, the PPT 4600 is intended for use in industrial and
mobile environments. In 1996, the Company introduced versions of
the PPT 4100 and PPT 4600 incorporating Spectrum 24 LAN
communication capability.
Product list prices for the Company's portable data
collection equipment range between $350 to $7,200 depending on
product configuration. The Company offers discounts off list
price for quantity orders and sales are frequently made at prices
below list price.
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Software and Programming Tools. The Company's portable
hand-held computers utilize software which consists of a number
of specialized applications and communications software programs,
along with a series of program compilers and generators which run
on both IBM and IBM compatible personal computers and DEC VAX or
Micro VAX computers. The compilers and generators allow the
Company's programmers, VARs ("Value Added Resellers") and end-
user customers to generate applications software to meet specific
customer requirements. Through communications software,
information collected by hand-held computers can be transmitted
to, and data can be received from, most commonly used computer
systems. The Company's PDT hand-held computer architecture is
designed to allow customers to utilize advances in PDT hand-held
computers while preserving the customer's ability to use existing
software.
The Company has developed program generators for use by
customers and VARs which are designed to allow them to rapidly
develop and debug programs for use in the Company's PDT and PPT
hand-held computers. Using these generators, customers can
create their own programs on IBM and IBM-compatible personal
computers and DEC VAX and Micro VAX computers. These programs
can be down loaded directly from the customers computer to the
Company's hand-held computer or by the creation of Custom
Application Modules (CAMs) which can be inserted in the hand-held
computer. Powergen, one of the Company's program generators,
allows the Company's customers to develop simple application
programs for the PDT family of hand-held computers.
The Company has also developed several communication
protocols designed to facilitate transmission and reception of
data between data computers and stand-alone receivers or host
computers. The Company has entered into alliances with
independent suppliers of software who assist the Company in the
development of software.
Customer Support
The Company has a customer support organization which
repairs and maintains the Company's products.
The Company's domestic customer support operations
include locations in Arkansas, California, Georgia, Illinois,
Kentucky, Michigan, Minnesota, New Jersey, New York, Texas and
Virginia. The Company also has foreign customer support offices
in Australia, Austria, Canada, France, Germany, Italy, Norway,
Singapore, South Africa, Spain and the United Kingdom. In Japan,
customer support is provided by Olympus Optical, Inc. These
centers enhance the Company's ability to respond to its
customers' requirements for fast, efficient service.
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The Company currently offers a variety of service
arrangements to meet customer needs. The Company's On-Site
service provides for maintenance and repairs at any customer
location. Depot Service includes maintenance and repairs at the
Company's field service offices. The Self-Service contracts
generally have a term of from one to five years. In addition,
the Company offers Time-And-Materials service on a non-contract,
as-needed basis.
The Company undertakes to correct defects in materials
and workmanship for a period of time after delivery of its
products. The period of time covered by these warranties varies
depending on the product involved as well as contractual
arrangements but is generally twelve months.
Maintenance and support revenues contributed less than
10 percent of the Company's total revenues for the years ended
December 31, 1995, 1994 and 1993.
Sales and Marketing
The Company presently markets its products domestically
and internationally through a variety of distribution channels,
including a direct sales force, original equipment manufacturers,
VARs and sales representatives and distributors. VARs distribute
the Company's products to customers while also selling to those
customers other products or services not provided by the Company.
The Company's sales organization includes domestic sales offices
located throughout the United States and foreign sales offices in
Australia, Austria, Belgium, Canada, France, Germany, Italy,
Norway, South Africa, Singapore, Spain and the United Kingdom.
The Company currently has contractual relationships and
strategic alliances with unaffiliated partners. Through these
relationships, the Company is able to broaden its distribution
network and participate in industries other than those serviced
by the Company's direct sales force and distributors.
Customers generally order products for delivery within 45
days. Accordingly, shipments made during any particular quarter
generally represent orders received either during that quarter or
shortly before the beginning of that quarter and generally
consist of products manufactured in the quarter. The Company
maintains significant levels of inventory to facilitate meeting
delivery requirements of its customers. The Company, pursuant to
contract or invoice, normally extends 30 day payment terms to its
customers. Actual payment terms vary from time to time but
generally do not exceed 90 days.
Since a substantial portion of the Company's sales of
scanner products are to retail organizations which tend not to
purchase equipment such as the Company's scanner products during
the Christmas selling season, the Company's business has, from
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time to time, been seasonal in the fourth quarter. The Company
believes there may again be reduced demand for its scanner
products in the fourth quarter of the current fiscal year. The
Company attempts to offset the reduced demand of the retail
industry by selling its products to other market segments,
although there is no assurance that this effort will be
successful.
The following table sets forth certain information as to
international sales of the Company:
Year Ended
December 31,
Area (In thousands)
1995 1994 1993
Western Europe $178,027 $141,090 $98,188
Other $ 40,402 $ 25,999 $14,344
The Company undertakes hedging activities to the extent
of known cash flow in an attempt to minimize the impact of
foreign currency fluctuations.
Manufacturing
The products which are manufactured by the Company are
manufactured at its Bohemia, New York facilities.
While components and supplies are generally available from
a variety of sources, the Company presently depends on a single
source or a limited number of suppliers for several components of
its equipment, certain subassemblies and certain of its products.
Certain of the Company's products are manufactured in Japan and
Taiwan. Due to the general availability of components and
supplies, the Company does not believe that the loss of any
supplier or subassembly manufacturer would have a long-term
material adverse effect on its business although set-up costs and
delays could occur if the Company changes any single source
supplier. In the past, delays in delivery of components have not
had a material adverse effect on shipments of the Company's
products. Certain of the Company's products are manufactured by
third parties. Failure of such third parties to supply products
to the Company could have an adverse affect on the Company's
ability to deliver such products to its customers. However, the
Company has no reason to believe that these suppliers will be
unable to meet their supply or delivery obligations to the
Company over any extended period.
-13-<PAGE>
The Company employs certain advanced manufacturing processes
that require highly sophisticated and costly equipment and are
continuously being modified in an effort to improve efficiency,
reduce manufacturing costs and incorporate product improvements.
Research and Product Development
The Company believes that its future growth depends, in
large part, upon its ability to continue to apply its technology
to develop new products, improve existing products and expand
market applications for its products. The Company's research and
development projects include, among others: improvements to the
reliability, quality and readability of its laser scanners at
increased working distances and higher density codes (including,
but not limited to, two-dimensional codes); improvements in and
expansion of its series of interface controllers; continued
development of its solid state laser diode scanners; improvements
to packaging and miniaturization technology for bar code data
capture products, portable data collection devices and integrated
bar coded data capture products; development of high performance
digital data radios, high-speed radio frequency data
communications networks and telecommunications protocols and
products; and the addition of application software to provide a
complete line of high performance interface hardware.
The Company uses both its own associates and from time to
time unaffiliated consultants in its product engineering and
research and development programs. Dr. Jerome Swartz, Chairman
of the Board of Directors and Chief Executive Officer of the
Company, leads the Company's research, patent and new product
development programs. From time-to-time the Company has
participated with and/or partially funded research projects
in conjunction with a number of universities including the
State University of New York at Stony Brook, Polytechnic
University of New York and Tel Aviv University in Israel.
The Company expended (including overhead charges)
approximately $19,879,000, $16,678,000 and $16,258,000 for
research and development during the years ended December 31,
1995, 1994 and 1993, respectively.
Competition
The business in which the Company is engaged is highly
competitive and acutely influenced by advances in technology,
product improvements and new product introduction, and price
competition. To the Company's knowledge, many firms are engaged
in the manufacture and marketing of portable data collection
systems and bar code reading equipment utilizing laser
technology. In addition, the Company's bar code reading
-14- <PAGE>
equipment also competes with devices which utilize technologies
other than laser scanners such as CCDs and optical wands.
Furthermore, numerous companies, including present manufacturers
of scanners, lasers, optical instruments, microprocessors,
notebook computers, PDAs and data radios have the technical
potential to compete with the Company. Many of these firms have
far greater financial, marketing and technical resources than the
Company. The Company competes principally on the basis of
performance and the quality of its products and services.
The Company believes that its principal competitors in
the bar code scanning equipment market are AT&T Global
Information Systems (formerly NCR Corporation), INTERMEC
Corporation, Matsushita Electric Corporation, Metrologic
Instruments, Inc., NipponDenso Co., Ltd., Opticon, Inc., PSC,
Inc. (formerly Photographic Sciences Corporation), Spectra
Physics, Inc. and Welch Allyn, Inc. and that its principal
competitors in the portable data collection systems market are
Fujitsu, Ltd., Hand Held Products, Inc., INTERMEC Corporation,
LXE Inc., NipponDenso Co., Norand Corporation, Mars Electronics
and Telxon Corporation. Some of the Company's competitors in the
portable data collection systems market also participate in the
field service market.
Patent and Trademark Matters
The Company files domestic and foreign patent
applications to support its technology position and new product
development. The Company owns over 200 U.S. Letters Patents
covering various aspects of the technology used in the Company's
principal products and has entered into cross-license agreements
with other companies in the laser scanning business. In
addition, the Company owns numerous foreign companion patents.
The Company has also filed additional patent applications in the
U.S. Patent and Trademark Office as well as in foreign patent
offices. The Company will continue to file patents, both U.S.
and foreign, to cover its most recent research developments in
the scanning, data collection and RF data communications fields.
Key patents covering basic hand-held laser scanning technology
begin to expire in 2000 and key patents covering scanner
integrated hand-held computers begin to expire in 2005.
The Company believes that its patent portfolio does provide
some competitive advantage in that such patents tend to limit the
number of unlicensed competitors and permit the Company to
manufacture products which may have features which provide better
performance and/or lower cost. Although management believes that
its patents provide some competitive advantage, the Company
depends more for its success upon its proprietary know-how,
innovative skills, technical competence and marketing abilities.
In addition, because of rapidly changing technology, the
-15- <PAGE>
Company's present intention is not to rely primarily on patents
or other intellectual property rights to protect or establish its
market position. Instead, the Company has established an active
program to protect its investment in technology by enforcing and
licensing certain of its intellectual property rights. The
Company has entered into royalty-bearing license agreements with,
among others, Hand Held Products, Inc., INTERMEC Corporation, LXE
Inc., Norand Corporation, Olympus Optical Co., Ltd, Opticon
Sensors Europe, B.V., PSC, Inc., Spectra Physics, Inc. and Telxon
Corporation.
Although there are currently no pending actions, the
Company has in the past initiated several actions, both U.S. and
foreign, relating to patent infringement. From time to time, the
Company has disputes with licensees as to which products are
covered by its patents and the amount of royalties owed
thereunder. These disputes have in the past led and may in the
future lead to litigation.
The Company has also obtained certain domestic and
international trademark registrations for its products and
maintains certain details about its processes, products and
strategies as trade secrets.
The Company regards its software as proprietary and
attempts to protect it with copyrights, trade secret law and
international nondisclosure safeguards, as well as restrictions
on disclosure and transferability that are incorporated into its
software license agreements. The Company licenses its software
products to customers rather than transferring title. Despite
these restrictions, it may be possible for competitors or users
to copy aspects of the Company's products or to obtain
information which the Company regards as trade secrets. Computer
software generally has not been patented and existing copyright
laws afford only limited practical protection. In addition, the
laws of foreign countries generally do not protect the Company's
proprietary rights in its products to the same extent as do the
laws of the United States.
Government Regulations
The use of lasers and radio emissions are subject to
regulation in the United States and in other countries in which
the Company does business. In the United States, various Federal
agencies, including the Center for Devices and Radiological
Health of the Food and Drug Administration, the Federal
Communications Commission, the Occupational Safety and Health
Administration and various State agencies, have promulgated
regulations which concern the use of lasers and/or
radio/electromagnetic emissions standards. Member countries of
the European community have enacted or are in the process of
adopting standards concerning electrical and laser safety and
electromagentic compatibility and emissions standards.
-16-<PAGE>
The Company believes that all of its products are in
material compliance with current standards and regulations;
however, regulatory changes in the United States and other
countries may require modifications to certain of the Company's
products in order for the Company to continue to be able to
manufacture and market these products.
The Company's RF hand-held computers include various models
all of which intentionally transmit radio signals as part of
their normal operation. The Company's LRT 3800 laser radio hand-
held computer and certain versions of its hand-held computers and
its Spectrum One and Spectrum 24 cellular frequency networks
utilize spread spectrum radio technology. The Company has
obtained certification from the FCC for its products which
utilize this radio technology. Such certification is valid for
the life of the product unless and until the circuitry of the
product is altered in material respects, in which case a new
certification may be required. Users of these products in the
United States do not require any license from the FCC to use or
operate the product. Certain of the Company's products transmit
narrow band radio signals as part of their normal operation. The
Company has obtained certification from the FCC for its narrow
band radio products. However, these models must not only be
accepted by the FCC prior to marketing but users of these devices
must themselves also obtain a site license from the FCC to
operate them.
Associates
At December 31, 1995, the Company had approximately 2,400
full-time associates. Of these, approximately 2,000 were
employed domestically. The Company also employs temporary
production personnel. None of the Company's associates are
represented by a labor union. The Company considers its
relationship with its associates to be good.
-17-<PAGE>
Item 2. Properties
The following table states the location, primary use and approximate
size of all principal plants and facilities of the Company and its subsidiaries
and the duration of the Company's tenancy with respect to each facility.
Location Principal Use Size Tenancy/Ownership
One Symbol Plaza World headquarters 174,000 square Owned (subject to
Holtsville, NY feet mortgage)
116 Wilbur Place Customer support 92,000 square Owned (subject to
Bohemia, NY and warehousing feet mortgage)
110 Wilbur Place Research and develop- 30,000 square Owned (subject to
Bohemia, NY ment and engineering feet mortgage)
12 & 13 Oaklands Park International head- 21,700 square Owned
Fishponds Road quarters, marketing feet
Wokingham, Berkshire and administration
England and U.K. headquarters
110 Orville Drive Manufacturing 110,000 square Leased: expires
Bohemia, NY feet April 6, 1998
1101 Lakeland Avenue Manufacturing and 90,400 square Leased: expires
Bohemia, NY distribution feet April 6, 1998
2145 Hamilton Ave. Network systems, 51,500 square Leased: expires
San Jose, CA engineering, marketing feet March 31, 1999
customer service
340 Fischer Avenue Service and sales 31,200 square Leased: expires
Costa Mesa, CA feet May 31, 2001
50 Orville Drive Administration 28,000 square Leased: expires
Bohemia, NY feet June 30, 1996
80 13th Avenue Warehousing 25,800 square Leased: expires
Ronkonkoma, NY feet June 30, 1996
180 Orville Drive Warehousing and 11,300 square Leased: expires
Bohemia, NY facilities management feet May 31, 1997
Ilex House Customer service 9,460 square Leased: expires
Mulberry Business Park feet December 25, 2005
Fishponds Lane
Wokingham, Berkshire
England
In addition to these principal locations, the Company
and its subsidiaries also lease other offices throughout the
world, ranging in size from approximately 150 to 14,000 square
feet.
-18- <PAGE>
Item 3. Legal Proceedings
In October 1993, the Company and certain of its officers
received a purported Second Consolidated Amended Class Action
Complaint in the action entitled In re Symbol Technologies Class
Action Litigation ("Second Complaint") in the Eastern District of
New York, which asserts alleged violations of Section 10(b) of
the Securities Exchange Act of 1994 and Rule 10 b-5 promulgated
thereunder. The Second Complaint alleges a class period from
June 8, 1992, to September 14, 1992. Defendants have moved for
summary judgment dismissing the Second Complaint and such motion
is currently pending before the Court. The Company believes that
the litigation is without merit and intends to defend it
vigorously.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 4A. Executive Officers of the Registrant
The following table sets forth the names, ages and all
positions and offices held by the Company's executive officers:
-19-<PAGE>
Jerome Swartz .......... 55 Chairman of the Board of Directors
Chief Executive Officer and
Director
Tomo Razmilovic ........ 53 President, Chief Operating
Officer and Director
Frederic P. Heiman...... 56 Executive Vice President, Chief
Technology Officer, and Director
Thomas G. Amato......... 50 Senior Vice President-Finance and
Chief Financial Officer
Richard Bravman......... 41 Senior Vice President, General
Manager-Mobile and Wireless
Systems Division
Brian T. Burke.......... 49 Vice President, Controller and
Chief Accounting Officer
Allen C. Creveling...... 54 Senior Vice President-Human
Resources
Richard Feldt........... 44 Senior Vice President,
General Manager-Operations
Leonard H. Goldner...... 48 Senior Vice President, General
Counsel and Secretary
Satya Sharma............ 55 Senior Vice President-Quality and
Training
Dr. Swartz co-founded and has been employed by the
Company from its inception in 1973. He has been the Chairman of
the Board of Directors and Chief Executive Officer of the Company
for more than the past five years. Dr. Swartz was an industry
consultant for 12 years in the areas of optical and electronic
systems and instrumentation and has a total of some 125 technical
papers and issued and pending U.S. patents to his credit,
including the Company's basic patents in hand-held laser
scanning. He is also a trustee of the Polytechnic University of
New York and an adjunct full professor of Electrical Engineering
at the State University of New York at Stony Brook. He has also
recently been elected a fellow of the Institute of Electrical and
Electronic Engineering.
Mr. Razmilovic has been the President and Chief
Operating Officer of the Company since October 1995. He was
previously Senior Vice President-Worldwide Sales and Services.
-20-<PAGE>
He first joined the Company in November 1989. From January
1989 to August 1989, he was President and Chief Executive Officer
of Cominvest Group, a Swedish multinational high technology
company. From August 1985 to December 1988, he was President of
ICL Europe, a major European computer manufacturer and he also
led its industry marketing and software development divisions.
Dr. Heiman joined the Company in July 1986. He had
previously been employed by Intel Corporation, a manufacturer of
semiconductor components, from May 1983 until July 1986, in a
number of positions, the most recent of which was as its Director
of Corporate Planning. Dr. Heiman is the inventor or co-inventor
of 20 issued U.S. patents, including the first MOS integrated
circuit chip, which became the basis of much of the modern
revolution in computer and electronics communications and the
first silicon storage tube used in display and scanning
applications.
Mr. Amato joined the Company in October 1990. Prior to
joining the Company he was Senior Vice President of Finance and
Administration and Chief Financial Officer for Amcast Industrial
Corp., a manufacturer of metal components, from 1985 to 1990.
Mr. Bravman has been employed by the Company for more
than the past fifteen years in various management positions.
Mr. Burke joined the Company in 1987. From October 1984
to October 1987, he was President, Chief Executive Officer and
director of Super Web Press Service Corporation, a manufacturer
of printing presses.
Mr. Creveling joined the Company in February 1989. From
January 1988 to January 1989, he was Chief Financial Officer at
Keystone Camera Corp. From 1971 to 1987, he was employed by Mars
Electronics, a division of M&M/Mars, where he held the position
of Vice President Finance.
Mr. Feldt joined the Company in September 1995. From
1991 to August 1995, he was Vice President of Manufacturing at
A.T. Cross, a leading manufacturer of writing instruments. From
July, 1988 to December, 1990, Mr. Feldt served as a Director of
the Imaging and Publishing Systems Division of Eastman Kodak.
Mr. Goldner joined the Company in September 1990. From
September 1979 until August 1990, he was a partner of the New
York law firm of Shereff, Friedman, Hoffman & Goodman, which firm
was securities counsel to the Company.
Dr. Sharma joined the Company in March 1995. Prior to
joining the Company, Dr. Sharma held various management positions
-21-<PAGE>
at AT&T. From April 1990 to March 1995 Dr. Sharma served as
Director of Quality of AT&T's Power Systems Division and from
January 1986 to April 1990 he was a Department Head at AT&T Bell
Labs.
PART II
Item 5. Market for the Registrant's Common Equity and
Related Security Holder Matters
The Company's Common Stock is listed on the New York
Stock Exchange. The following table sets forth, for each
quarter period of the last two years, the high and low sales
prices as reported by the New York Stock Exchange.
Year Ending: High Low
December 31, 1994 First Quarter 20 3/4 15 5/8
Second Quarter 27 7/8 18 1/2
Third Quarter 31 1/4 25
Fourth Quarter 34 3/8 27 5/8
December 31, 1995 First Quarter 31 1/4 24 3/8
Second Quarter 40 1/2 28 5/8
Third Quarter 40 5/8 32 7/8
Fourth Quarter 40 29 3/8
As of February 3, 1996 there were 1,309 holders of
record of the Company's Common Stock.
Historically, changes in the Company's results of
operations or projected results of operations have resulted in
significant changes in the market price of the Company's Common
Stock. As a result, the market price of the Company's Common
Stock has been highly volatile.
To date, the Company has not paid any cash dividends to
its shareholders. The Company's ability to pay cash dividends is
limited by certain of the Company's loan agreements. The most
restrictive of which would generally limit dividends payable in
any year to an amount not greater than 50 percent of the
Company's net income. Any future declaration of cash dividends
will depend upon the Company's earnings and financial condition,
capital requirements and other relevant factors. The Company
does not intend to propose the declaration of any cash dividends
in the foreseeable future but intends to retain its earnings for
use in its business.
-22-<PAGE>
Item 6. Selected Financial Data
(in thousands, except per share data)
<TABLE>
Year Ended December 31,
<CAPTION>
<C> <C> <C> <C> <C> <C>
Operating Results: 1995 1994 1993 1992(1) 1991
Net Revenue $555,163 $465,306 $359,980 $344,940 $319,376
Earnings (Loss) Before Cumulative Effect
of Accounting Change $46,486 $34,984 $12,445 ($15,506) $22,768
Net Earnings (Loss) $46,486 $34,984 $12,445 ($16,250) $22,768
Earnings (Loss) Per Share:
Primary
Earnings (Loss) Before Cumulative Effect
of Accounting Change $1.72 $1.34 $0.50 ($0.65) $0.91
Net Earnings (Loss) $1.72 $1.34 $0.50 ($0.68) $0.91
Fully-diluted
Earnings (Loss) Before Cumulative Effect
of Accounting Change $1.71 $1.33 $0.50 ($0.65) $0.90
Net Earnings (Loss) $1.71 $1.33 $0.50 ($0.68) $0.90
Financial Position:
Total Assets $544,268 $474,213 $419,615 $378,666 $354,357
Working Capital $209,852 $191,823 $141,739 $88,623 $122,812
Long-Term Debt, less
Current Maturities $60,829 $59,884 $62,077 $14,582 $21,675
Stockholders' Equity $352,854 $316,167 $258,746 $244,961 $262,791
Weighted Average Number of Common
Shares Outstanding:
Primary 27,052 26,162 24,661 24,028 25,013
Fully-diluted 27,220 26,392 25,072 24,028 25,295
(1) Includes cumulative effect of a change in accounting for income taxes of $744 or ($0.03) per share and
a pre-tax charge of $40,933 related to a workforce reduction and the consolidation and restructuring of the
Company's operations.
- -23-<PAGE>
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER SECURITIES
LITIGATION REFORM ACT OF 1995; CERTAIN CAUTIONARY STATEMENTS
From time to time, the Company or its representatives have made or may make forward-
looking statements, orally or in writing. Such forward-looking statements may be included
in, but not limited to, press releases, oral statements made with the approval of an
authorized executive officer or in various filings made by the Company with the Securities
and Exchange Commission. The words or phrases "will likely result', "are expected to",
"will continue", "is anticipated", "estimate", "project" or similar expressions are
intended to identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). The Company wishes to ensure
that such statements are accompanied by meaningful cautionary statements, so as to
maximize to the fullest extent possible the protections of the safe harbor established in
the Reform Act. Accordingly, such statements are qualified in their entirety by reference
to and are accompanied by the following discussion of certain important factors that could
cause actual results to differ materially from such forward-looking statements.
The risks included here are not exhaustive. Furthermore, reference is also made to
other sections of this report which include additional factors which could adversely
impact the Company's business and financial performance. Moreover, the Company operates
in a very competitive and rapidly changing environment. New risk factors emerge from time
to time and it is not possible for management to predict all of such risk factors, nor can
it assess the impact of all of such risk factors on the Company's business or the extent
to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Accordingly, forward-
looking statements should not be relied upon as a prediction of actual results.
Shareholders should be aware that while the Company does, from time to time,
communicate with securities analysts, it is against the Company's policy to disclose to
such analysts any material non-public information or other confidential commercial
information. Accordingly, shareholders should not assume that the Company agrees with any
statement or report issued by any analyst irrespective of the content of such statement or
report. Furthermore, the Company has a policy against issuing financial forecasts or
projections or confirming the accuracy of forecasts or projections issued by others.
Accordingly, to the extent that reports issued by securities analysts contain any
projections, forecasts or opinions, such reports are not the responsibility of the
Company.
-24-<PAGE>
Financial Performance. While the Company does monitor backlog, it does not consider it to
be a reliable predictor of financial performance for periods other than the then current
quarter because customers generally order products for delivery within 45 days.
Accordingly, shipments made during any particular quarter generally represent orders
received either during that quarter or shortly before the beginning of that quarter.
Shipments for orders received in a fiscal quarter are generally from products manufactured
in that quarter. The Company maintains significant levels of raw materials to facilitate
meeting delivery requirements of its customers. However, there can be no assurance that
during any given quarter, the Company has or can procure the appropriate mix of raw
materials in order to accommodate any given order. In light of the levels of current and
anticipated backlog, the Company's financial performance in any quarter is dependent to a
significant degree upon obtaining orders in that quarter which can be manufactured and
delivered to its customers in that quarter. Thus, financial performance for any given
quarter cannot be known or fully assessed until near the end of that quarter.
Foreign Sales. Foreign sales have represented a substantial and increasing portion of
the Company's net revenues. In 1995, foreign sales accounted for approximately 40 percent
of net revenue. Such sales are subject to the normal risks of foreign operations, such as
protective tariffs and other potential trade barriers, export/import controls and
transportation delays and interruptions, reduced protection for intellectual property
rights in some countries, the impact of recessionary foreign economies and long receivable
collection periods. The majority of the Company's equipment sales in Western Europe and
Asia are generally billed in foreign currencies and are subject to currency exchange
fluctuations. Since the Company's products are principally manufactured in the United
States, sales and results of operations could be affected by fluctuations in the U.S.
dollar. Changes in the relative value of the U.S. dollar in terms of foreign currencies
in the past have had an impact on the Company's sales and margins. It is impossible to
predict whether the United States or any other country will impose new quotas, tariffs,
taxes or other trade barriers upon the importation of the Company's products or supplies
or to gauge the effect that such actions would have on the financial position or results
of operations.
Dependence upon Retail Industry. Approximately half of the Company's revenues are derived
from sales of products and services to customers in the non-food retail industry. This
industry is currently experiencing a financial down turn and in 1995 several of the
Company's customers consolidated operations and/or initiated bankruptcy or reorganization
proceedings. The
-25- <PAGE>
Company is attempting to expand its customer base to other industries, including but not
limited to the transportation and logistics industry. However, for the current and
foreseeable future, the Company's financial performance remains dependent to a material
extent upon revenues derived from to the non-food retail industry. Continued or increased
instability in this industry could have an adverse affect on the Company's business and
financial performance.
Competition. The business in which the Company is engaged is highly competitive and
acutely influenced by advances in technology, product improvements and new product
introduction, and price competition. Failure to keep pace with product and technological
advances could adversely affect the Company's competitive position and prospects for
growth.
Price. Traditionally, the selling price of the Company's products decreases over the life
of the product. The Company endeavors to reduce manufacturing costs of existing products
and to introduce new products, functions and other price/performance-enhancing features in
order to mitigate the effect of such decreases. To the extent that such cost reductions,
product enhancements and new product introductions do not occur in a timely manner or do
not achieve market acceptance, the Company's operating results could be materially,
adversely affected.
Research and Development. There can be no assurance that the Company's research and
development activities will lead to the successful introduction of new or improved
products or that the Company will not encounter delays or problems in connection
therewith. New products frequently take longer to develop, often have fewer features than
originally considered desirable and achieve higher cost targets than initially estimated.
Moreover, there can be no assurance that there will not be delays in commencing volume
production of such products or that such products will ultimately be commercially
successful. In addition, products under development are frequently announced before
introduction and such announcements may cause customers to delay purchases of existing
products in anticipation of new or improved versions of those products.
New Product Introduction. Historically, the Company has been dependent upon the
introduction of new and improved product offerings. This is particularly true in 1996
since the Company has recently introduced a very large number of new products. In late
1995 and early 1996, the Company introduced, among other products, the LS 4000, LS 1000,
LS 4800, LT 1800, PDT 2100, PPT 4600, WS 1000, LS 5700/5800, SE 1200, SE 2000 and Spectrum
24 LAN. The Company's financial performance in 1996 will be heavily dependent upon the
successful introduction of these products. This success will be dependent upon, among
other factors, the
-26- <PAGE>
ability of the Company to develop and launch such products on time, customer acceptance of
and demand for these products and the ability of the Company to efficiently manufacture
such products and to meet delivery schedules. Failure in any of these areas could have a
material adverse effect on the Company's financial results for 1996.
Intellectual Property. The Company seeks to protect its proprietary information and
technology through contractual confidentiality provisions and the application for United
States and foreign patents, trademarks and copyrights. There can be no assurance that
such applications will result in the issuance of patents, trademarks or copyrights or that
third parties will not seek to challenge, invalidate or circumvent such applications or
resulting patents, trademarks or copyrights. Additionally, competitors may independently
develop equivalent or superior, non-infringing technologies. The Company's licensing
revenue could be adversely affected to the extent that such technologies avoid
infringement of the Company's licensed patents.
Furthermore, there can be no assurance that third parties will not assert claims of
infringement of intellectual property rights against the Company and that such claims will
not lead to litigation and/or require the Company to significantly modify or even
discontinue sales of certain of its products.
Manufacturing. In the event use of the Company's manufacturing facilities in Bohemia, New
York were interrupted by natural disaster or otherwise, the Company's operations would be
materially, adversely affected until alternative production and service operations could
be established. Certain of the Company's products are manufactured in Japan and Taiwan.
The manufacture of these items is subject to risks common to all foreign manufacturing
activities such as governmental regulation, currency fluctuations, transportation delays
and interruptions, political and economic disruptions and the risk of imposition of
tariffs or other trade barriers.
In the past, the Company has experienced manufacturing problems that have caused
delivery delays and quality problems. There can be no assurance that the Company will not
experience production difficulties and product delivery delays in the future as a result
of, among other matters, changing process technologies, ramping production and installing
new equipment at its manufacturing facilities.
The Company has in the past, and may in the future, encounter shortages of supplies
and delays in deliveries of necessary components. While past shortages and delays have
not had a material adverse effect on the Company, shortages and delays could have such
effect in the future. Certain components, subassemblies and products are sourced from a
single supplier or
-27- <PAGE>
a limited number of suppliers. The loss of any such supplier may cause the Company to
incur additional set-up costs and delays in manufacturing and delivery of products.
Government Regulations. The Company is also subject to the risks associated with changes
in United States and foreign regulatory requirements. There can be no assurances that
more stringent regulatory requirements and safety and quality standards will not be issued
in the future with an adverse effect on the business of the Company. In addition, sales
of the Company's products could be adversely affected if more stringent safety standards
are adopted by potential customers such as electronic cash register manufacturers.
The Company's Spectrum One and Spectrum 24 spread spectrum wireless communication
products operate through the transmission of radio signals. These products are subject to
regulation by the Federal Communications Commission in the United States and corresponding
authorities in other countries. Currently, operation of such products in specified
frequency bands does not require licensing by such regulatory authorities. Regulatory
changes restricting the use of such bands or allocating available frequencies could have a
material adverse effect on the Company's business and its results of operations.
Safety Risk. Recently, there has been some concern over the potentially adverse effects
of electromagnetic emissions associated with cellular telephones. While the Company's RF
products do emit electromagnetic radiation, the Company believes that due to the low power
output of its products and the logistics of their use, there is no health risk to end
users in the normal operation of its products. There can be no assurance that the
Company's RF products will not become the subject of such concerns in the future. Such
safety issues and the associated publicity could have a material adverse effect on the
Company's business and its results of operations.
Acquisitions. The Company has in the past and may in the future acquire businesses or
product lines as a way of expanding its product offerings and acquiring new technology.
Failure of the Company to identify future acquisition opportunities and/or to integrate
effectively businesses that it may acquire could have a material adverse effect on the
Company's growth.
-28- <PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
The following table sets forth for the years indicated
(i) certain revenue and expense items expressed as a percentage
of net revenue and (ii) the percentage increase or decrease of
such items as compared to the corresponding prior year.
-29-<PAGE>
Year to Year Changes
Year Ending December 31,
Percentage of Revenue 1995 1994
Year Ending December 31, vs. vs.
1995 1994 1993 1994 1993
Net Revenue 100.0% 100.0% 100.0% 19.3% 29.3%
Cost of Revenue 51.3 50.1 51.6 22.3 25.5
Amortization of Software
Development Costs 1.6 2.1 1.9 (11.4) 46.5
Gross Profit 47.1 47.8 46.5 17.6 32.8
Operating Expenses:
Engineering 7.6 7.9 9.7 15.1 5.4
Selling, General and
Administrative 24.8 25.7 29.5 15.0 12.5
Severance 0.5 - - - -
Amortization of Excess of
Cost Over Fair Value of
Net Assets Acquired 0.5 0.6 0.8 (0.7) (0.7)
33.3 34.2 40.0 16.3 10.6
Earnings from Operations 13.8 13.6 6.5 20.8 168.4
Net Interest Expense (0.3) (1.1) (1.1) (71.4) 20.2
Earnings Before Income Taxes 13.5 12.5 5.4 28.6 199.9
Provision for Income Taxes 5.1 5.0 1.9 22.2 233.2
Net Earnings 8.4% 7.5% 3.5% 32.9% 181.1%
- -30- <PAGE>
For the year ended December 31, 1995
Net revenue of $555,163,000 for the year ended
December 31, 1995, increased 19.3 percent over 1994. The
increase in net revenue is primarily due to increased worldwide
sales of both scanner and terminal products. Foreign exchange
fluctuations favorably impacted net revenue by 1.9 percent for
the year ended December 31, 1995.
Geographically, North America revenue increased 12.9
percent over the prior year and International revenue increased
30.7 percent over the prior year. North America and
International revenue represent approximately three-fifths and
two-fifths of net revenue, respectively, for the year ended
December 31, 1995, and approximately two-thirds and one-third of
net revenue, respectively, for the comparable prior year period.
Cost of revenue (as a percentage of net revenue) of
51.3 percent for the year ended December 31, 1995, increased
from 50.1 percent in 1994. This increase resulted primarily
from a change in the mix of the Company's products sold to a
higher percentage of lower margin products and an increase in
revenue derived from the indirect sales channel. The increase
was offset, in part, by the impact on net revenue of favorable
fluctuations in foreign exchange rates discussed above.
Amortization of software development costs totaling
$10,089,000 for the year ended December 31, 1995, including the
portion classified in cost of revenue, remained relatively
constant compared with the comparable prior year period.
Engineering costs increased to $42,205,000, for the
year ended December 31, 1995, from $36,682,000 for 1994. While
in absolute dollars engineering expenses increased 15.1 percent
for the year ended December 31, 1995, from the prior year, as a
percentage of revenue such expenses were reduced to 7.6 percent
for the year ended December 31, 1995, from 7.9 percent for the
prior year due to the 19.3 percent increase in revenue. The
increase in absolute dollars reflects expenses incurred in
connection with the continuing research and development of new
products and the improvement of existing products.
Selling, general and administrative expenses increased
to $137,640,000 for the year ended December 31, 1995, from
$119,733,000 in 1994. While in absolute dollars selling,
general and administrative expenses increased 15.0 percent for
the year ended December 31, 1995, from the prior year, as a
percentage of revenue such expenses were reduced to 24.8 percent
for the year ended December 31, 1995, from 25.7 percent in 1994
due to the increase in revenue and ongoing cost-containment
programs. The increase in absolute dollars reflects expenses
incurred to support a higher revenue base and higher
International expenses due to a weakened U.S. dollar.
- -31-<PAGE>
During the year ended December 31, 1995, the Company
recognized a one-time pretax charge of $2,500,000 ($0.05 per
share) of severance expense, in connection with the resignation
of its president and chief operating officer.
Net interest expense decreased to $1,421,000, for the
year ended December 31, 1995, from $4,960,000 in 1994 primarily
due to increased interest income resulting from the increase in
cash and temporary investments, a reduction in interest expense
due to annual repayments of outstanding debt and interest
capitalized in connection with the renovation of the building
purchased as described below.
The effective tax rate for 1995 decreased to 38.0
percent from 40.0 percent in 1994 primarily due to an increase
in exempt earnings from foreign sales and a decrease in state
taxes.
At December 31, 1995, the Company had net deferred tax
assets of approximately $16,212,000, consisting of current
deferred tax assets of $24,488,000 and long-term deferred tax
liabilities of $8,276,000. The current deferred tax assets
reflect a valuation allowance of approximately $812,000 relating
to New York State investment tax credit carryforwards which may
be recaptured. No other valuation allowance is necessary due to
the Company's history of profitability and anticipated future
profitability.
For the year ended December 31, 1994
Net revenue of $465,306,000 for the year ended
December 31, 1994, increased 29.3 percent over 1993. The
increase in net revenue resulted primarily from the strong
performance of new scanner and terminal products introduced
during the last two years and improved economic conditions which
accelerated capital spending for the Company's productivity-
enhancing hardware and systems. The increases were evident in
both scanner and terminal sales. Foreign exchange fluctuations
did not have a material impact on net revenue for the year ended
December 31, 1994.
Geographically, North America revenue increased 20.5
percent over the prior year. International revenue increased
48.5 percent over the prior year. North America and
International revenue continue to represent approximately two-
thirds and one-third of net revenue, respectively.
Cost of revenue (as a percentage of net revenue) of
50.1 percent for the year ended December 31, 1994, decreased
from 51.6 percent in 1993. This improvement resulted primarily
from a lower cost structure as a result of the execution of the
consolidation and restructuring program adopted by the Company
in December 1992 offset, in part, by a change in the mix of the
Company's products sold to a higher percentage of lower margin
terminal products. The Company believes it has derived
substantially all of the cost reductions obtainable from the
implementation of the program.
- -32-<PAGE>
Amortization of software development costs increased
to $9,963,000 for the year ended December 31, 1994, from
$6,799,000 in 1993, due to new product releases.
Engineering costs increased to $36,682,000 for the
year ended December 31, 1994, from $34,788,000 in 1993. While
engineering expenses increased 5.4 percent for the year ended
December 31, 1994, from the prior year, as a percentage of
revenue such expenses were reduced to 7.9 percent for the year
ended December 31, 1994, from 9.7 percent for the prior year due
to the 29.3 percent increase in revenue. The increase in
absolute dollars reflects expenses incurred in connection with
the continuing research and development of new products and the
improvement of existing products.
Selling, general and administrative expenses increased
to $119,733,000 for the year ended December 31, 1994, from
$106,412,000 in 1993. While in absolute dollars selling,
general and administrative expenses increased 12.5 percent for
the year ended December 31, 1994, from the prior year, as a
percentage of revenue such expenses were reduced to 25.7 percent
for the year ended December 31, 1994, from 29.5 percent in 1993.
Expenses, which increased to support a higher revenue base, were
offset, in part, by cost savings realized as a result of the
Company's consolidation and restructuring program.
Net interest expense increased to $4,960,000 for the
year ended December 31, 1994, from $4,126,000 in 1993 due
primarily to a full year's interest incurred on the Company's
Senior Notes, which were issued in March 1993 described in Note
7 of Notes to Consolidated Financial Statements.
The effective tax rate for 1994 increased to 40.0
percent from 36.0 percent in 1993. The effective rate for 1993
reflects the retroactive reinstatement, during the third quarter
of 1993, of U.S. Federal research and development tax credits
earned since July 1, 1992.
At December 31, 1994, the Company had net deferred tax
assets of approximately $13,610,000, consisting of current
deferred tax assets of $23,300,000 and long-term deferred tax
liabilities of $9,690,000. The current deferred tax assets
reflect a valuation allowance of approximately $814,000 relating
to New York State investment tax credit carryforwards which may
be recaptured or may expire unutilized due to the limited ten-
year carryover period. No other valuation allowance is
necessary due to the Company's history of profitability and
anticipated future profitability.
- -33-<PAGE>
Liquidity and Capital Resources
The Company utilizes a number of measures of liquidity
including the following:
Year Ended December 31,
1995 1994 1993
Working Capital
(in thousands) $209,852 $191,823 $141,739
Current Ratio (Current
Assets to Current
Liabilities) 3.0:1 3.6:1 2.8:1
Long-Term Debt
to Capital 14.7% 15.9% 19.3%
(Long-term debt to long-
term debt plus equity)
Current assets increased by $50,433,000 from December
31, 1994, principally due to an increase in accounts receivable
to support higher operating levels, deferred income taxes and
cash. The increase in cash was primarily due to cash generated
by profitable operations and the exercise of stock options,
offset in part by capital spending and the purchase of treasury
shares. The increase in current assets was offset, in part, by
reduced inventories as a result of the increase in product
shipments.
Current liabilities increased $32,404,000 from December
31, 1994, primarily due to increases in accounts payable and
accrued expenses, income taxes payable and the current portion of
long-term debt assumed in connection with the purchase of land
and a building described below.
The aforementioned activity resulted in a working
capital increase of $18,029,000 for the fiscal year ended
December 31, 1995. The Company's current ratio at December 31,
1995, decreased to 3.0:1 from 3.6:1 at December 31, 1994.
The Company generated $74,413,000 cash flow from
operations and an increase in cash and temporary investments of
$32,261,000 for the year ended December 31, 1995. The increase
resulted from profitable operations and equity proceeds of stock
option exercises and the corresponding tax benefits, partially
offset by capital expenditures and the purchase of 609,500 shares
of common stock for $20,622,000. The Company generated an
increase of $23,890,000 in cash and temporary investments during
1994, primarily as a result of net earnings and equity proceeds
of stock exercises and the corresponding tax benefits.
- -34-<PAGE>
Property, plant and equipment expenditures for the year
ended December 31, 1995, totaled $36,636,000 compared to
$24,790,000 for the year ended December 31, 1994. During the
year ended December 31, 1995, the Company sold land and a
building located in Costa Mesa, California, for $1,000,000 cash
and a $3,500,000 promissory note bearing interest at 8.0 percent.
Principal payments of $500,000 are due in April 1996 and April
1997 with the remaining balance of unpaid principal and interest
due in April 1999. In addition, the Company purchased a 48-acre
site in Holtsville, New York, including a 174,000-square-foot
office building which is the worldwide headquarters for
$4,200,000 cash and assumed $7,282,000 in revenue bond financing
made to Northrop Grumman Corporation by the New York Industrial
Development Authority and the Town of Brookhaven. The bond bears
interest at 12.3 percent and principal and interest are being
repaid in ten equal semi-annual installments of $997,000 which
began in October 1995. Based upon the borrowing rates available
to the Company at the time the transaction occurred, a bond
premium of $1,274,000 has been recorded in long-term debt and is
being amortized over the life of the bond. The sale of the Costa
Mesa property and purchase of the Holtsville site were accounted
for as a like-kind exchange for income tax purposes. The Company
will utilize the owned properties in Bohemia for the customer
service center, training and warehousing. Other property, plant
and equipment expenditures for the period were financed by
existing cash and temporary investments. The Company does not
have any other material commitments for capital expenditures.
At December 31, 1995, the Company had $60,829,000 in
long-term debt outstanding, excluding current maturities. In
March 1993 the Company issued $25,000,000 of its 7.76 percent
Series A Notes due February 15, 2003, and $25,000,000 of its 7.76
percent Series B Senior Notes due February 15, 2003, to four
insurance companies for working capital and general corporate
purposes. The Series A Senior Notes are being repaid in equal
annual installments of $2,778,000 which began in February 1995.
The Series B Senior Notes will be repaid in equal annual
installments of $3,571,000 beginning in February 1997. The
Senior Notes represent $44,444,000 of the total balance
outstanding at December 31, 1995. The remaining $16,385,000 is
primarily related to the Industrial Development Bond financing
completed in October 1989, a low-interest loan from an agency of
the State of New York and debt assumed in connection with the
facility purchase in 1995 previously described.
The Company's long-term debt to capital ratio decreased
to 14.7 percent at December 31, 1995, from 15.9 percent at
December 31, 1994, primarily due to increased equity from the
results of profitable operations and payment of the annual
installment of the Company's 7.76 percent Series A Senior Notes
offset, in part, by the assumed debt described above and the
purchase of its common stock previously described.
-35-<PAGE>
The Company has loan agreements with three banks
pursuant to which the banks have agreed to provide lines of
credit totalling $30,000,000. As of December 31, 1995, the
Company had no outstanding borrowings under these lines. These
agreements expire between June 30, 1996, and December 31, 1996.
The Company believes that it has adequate liquidity to
meet its current and anticipated needs from the results of its
operations, working capital and existing credit facilities.
In the opinion of management, inflation has not had a
material effect on the operations of the Company.
Recent pronouncements of the Financial Accounting
Standards Board ("FASB"), which are applicable to the Company and
not required to be adopted at this date, include Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets to be Disposed Of" and SFAS
No. 123, "Accounting for Stock-Based Compensation." These
pronouncements are not expected to have a material impact on the
Company's consolidated financial statements.
- -36-<PAGE>
Item 8. Financial Statements and Supplementary Data
The following documents are filed on the pages listed
below, as part of Part II, Item 8 of this report.
Document Page
1. Financial Statements and Accountants' Report:
Independent Auditors' Report F-1
Consolidated Financial Statements:
Balance Sheets as of December 31, 1995 and 1994 F-2
Statements of Operations for the Years Ended F-3
December 31, 1995, 1994 and 1993
Statements of Stockholders' Equity for the F-4
Years Ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the Years Ended F-5
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements F-6
Notes 1-13 through
F-16
2. Financial Statement Schedules:
Schedule II S-1
Item 9. Disagreements on Accounting and Financial Disclosure
Not applicable.
-37-<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
(a) Identification of Directors:
The section entitled "Nominees for Election"
contained in the Proxy Statement is hereby
incorporated by reference.
(b) Identification of Executive Officers:
See PART I of this Form 10-K.
Item 11. Executive Compensation
The section entitled "Management Remuneration and
Transactions" contained in the Proxy Statement is hereby
incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The sections entitled "Principal Shareholders" and
"Security Ownership of Management" contained in the Proxy
Statement are hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions
The section entitled "Management Remuneration and
Transactions" contained in the Proxy Statement is hereby
incorporated by reference.
-38-<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.
(a)1. FINANCIAL STATEMENTS:
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1995 and
1994
Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
Included in Part IV of this report:
Schedules:
II Valuation and Qualifying Accounts
Other schedules are omitted because of the absence of
conditions under which they are required or because the required
information is given in the consolidated financial statements or
notes thereto.
Individual financial statements of the Company are
omitted as the Company is primarily an operating company and the
subsidiaries included in the consolidated financial statements
filed are substantially wholly-owned and are not indebted to any
person other than the parent in amounts which exceed 5% of total
consolidated assets at the date of the latest balance sheet
filed, excepting indebtedness incurred in the ordinary course of
business which is not overdue and which matures within one year
from the date of its creation, whether evidenced by securities or
not, and indebtedness which is collateralized by the parent by
guarantee, pledge, assignment or otherwise.
-39-<PAGE>
3.Exhibits
Exhibit
3.1 Certificate of Incorporation of Symbol
Technologies, Inc. (Incorporated by
reference to Exhibit 3.1 to the Form
8-B Registration No. 0-9028, filed
with the Commission on November 23, 1987
(the "Form 8-B").)
3.2 By-laws of the Company as currently in
effect. (Incorporated by reference to
Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1988.)
4.1 Form of Certificate for Shares of the
Common Stock of the Company.
(Incorporated by reference to Exhibit
4.1 of the Form 8-B.)
10.1 1990 Non-Executive Stock Option Plan, as
amended.
10.2 1987 Consultant Stock Option Plan,
as amended. (Incorporated by reference to
Exhibit 10.3 of the Company's Annual Report
Form 10-K for fiscal year ended December 31, 1991
(the "1991 Form 10-K").)
10.3 Employment Agreement by and between the
Company and Raymond Martino, dated as of
June 12, 1994. (Incorporated by reference
to Exhibit 10.4 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1995.)
10.4 Employment Agreement by and between
the Company and Jerome Swartz, dated
as of June 30, 1995.
10.5 Employment Agreement by and between
the Company and Tomo Razmilovic, dated
as of October 16, 1995.
10.6 Employment Agreement by and between
the Company and Frederic P. Heiman, dated
as of June 30, 1995.
-40-<PAGE>
10.7 Employment Agreement by and between
the Company and Leonard H. Goldner, dated
as of November 1, 1995.
10.8 Separation, Release and Non-Disclosure
Agreement between the Company and Jan
Lindelow, dated October 19, 1995.
10.9 Form of 1997 Stock Purchase Warrant
issued to directors. (Incorporated by
reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K
for the fiscal year ended June 30,
1988.)
10.10 Form of 2000 Stock Purchase Warrant issued
to directors. (Incorporated by reference to
Exhibit 10.11 to the 1991 Form 10-K.)
10.11 1994 Directors Stock Option Plan. (Incorporated
by reference to Exhibit 4.1 to Registration
Statement No. 33-78678 on Form S-8.)
10.12 Executive Retirement Plan, as amended.
(Incorporated by reference to Exhibit 10.14 to the Company's
Annual Report on
Form 10-K for the fiscal year ended
December 31, 1989 (the "1989 Form
10-K").)
10.13 Symbol Technologies, Inc.
Stock Ownership and Option Retention Program.
10.14 Summary of Symbol Technologies, Inc.
Executive Bonus Plan.
10.15 Lease Agreement and Amended and
Restated Lease Agreement dated as of
October 1, 1989 between Suffolk County
Industrial Development Agency and
Symbol Technologies, Inc.
(Incorporated by reference to Exhibit
10.15 to the 1989 Form 10-K.)
10.16 Sublease dated June 28th, 1995 between
Grumman Data Systems Corporation and
Symbol Technologies, Inc.
10.17 Form of Note Agreements dated as of
February 15, 1993 relating to the Company's
7.76% Series A and Series B Senior Notes due
February 15, 2003 (Incorporated by reference to
Exhibit 10.14 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992.)
21. Subsidiaries.
23. Consent of Deloitte & Touche LLP
-41-<PAGE>
(b) Reports on Form 8-K
Not Applicable
-42-<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SYMBOL TECHNOLOGIES, INC.
(Registrant)
By: s/Jerome Swartz
Jerome Swartz
Chairman of the Board
Dated: March 15, 1996
-43-<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
s/Jerome Swartz Chairman of the March 15, 1996
Jerome Swartz Board and Director
(Principal Executive
Officer)
s/Tomo Razmilovic Director
Tomo Razmilovic March 15, 1996
s/Raymond R. Martino Director March 15, 1996
Raymond R. Martino
s/Harvey P. Mallement Director March 15, 1996
Harvey P. Mallement
s/Frederic P. Heiman Director March 15, 1996
Frederic P. Heiman
s/Saul P. Steinberg Director March 15, 1996
Saul P. Steinberg
s/Lowell C. Freiberg Director March 15, 1996
Lowell C. Freiberg
s/George Bugliarello Director March 15, 1996
George Bugliarello
s/Charles Wang Director March 15, 1996
Charles Wang
s/Thomas G. Amato Senior Vice President- March 15, 1996
Thomas G. Amato Finance (Chief Financial
Officer)
s/Brian T. Burke Vice President and March 15, 1996
Brian T. Burke Controller (Chief
Accounting Officer)
-44-<PAGE>
SYMBOL TECHNOLOGIES, INC.
AND SUBSIDIARIES
------
CONSOLIDATED FINANCIAL STATEMENTS
COMPRISING ITEM 8 AND SCHEDULE LISTED IN THE
INDEX AT ITEM 14(a)2 OF ANNUAL REPORT ON FORM 10-K
TO SECURITIES AND EXCHANGE COMMISSION FOR THE
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<PAGE>
SYMBOL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
I N D E X
PAGE
Independent auditors' reportF-1
Consolidated financial statements:
Balance sheetsF-2
Statements of earningsF-3
Statements of stockholders' equityF-4
Statements of cash flowsF-5
Notes to consolidated financial statements (1-13) F-6 through F-16
Additional financial information pursuant to the
requirements of Form 10-K:
Schedule:
II - Valuation and qualifying accountsS-1
Schedules not listed above have been omitted because they are either not
applicable or the required information has been provided elsewhere in the
consolidated financial statements or notes thereto.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Symbol Technologies, Inc.
Bohemia, New York
We have audited the accompanying consolidated balance sheets of Symbol
Technologies, Inc. and subsidiaries as of December 31, l995 and l994, and
the related consolidated statements of earnings, stockholders' equity and
cash flows for each of the three years in the period ended December 31,
1995. Our audits also included the financial statement schedule listed in
the index at Item 14(a)2. These financial statements and financial
statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements
and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Symbol Technologies, Inc.
and subsidiaries as of December 31, 1995 and 1994 and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly in all material respects the information
set forth therein.
/s/ DELOITTE & TOUCHE LLP
Jericho, New York
February 9, l996
F-1<PAGE>
SYMBOL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except stock par value)
December 31, December 31,
ASSETS 1995 1994
CURRENT ASSETS:
Cash, including temporary investments of
$62,887 and $27,874, respectively $ 63,650 $ 31,389
Accounts receivable, less allowance for doubtful
accounts of $7,816 and $7,269, respectively 118,175 96,827
Inventories, net 95,267 101,038
Deferred income taxes 24,488 23,300
Prepaid expenses and other current assets 14,975 13,568
TOTAL CURRENT ASSETS 316,555 266,122
PROPERTY, PLANT AND EQUIPMENT, net 88,264 71,705
INTANGIBLE ASSETS, net 96,338 98,788
SOFTWARE DEVELOPMENT COSTS, net 21,054 18,558
OTHER ASSETS 22,057 19,040
$544,268 $474,213
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 81,948 $ 60,792
Current portion of long-term debt 6,910 5,285
Income taxes payable 11,909 1,382
Deferred revenue 5,936 6,840
TOTAL CURRENT LIABILITIES 106,703 74,299
LONG-TERM DEBT, less current maturities 60,829 59,884
DEFERRED REVENUE 5,664 3,639
OTHER LIABILITIES 18,218 20,224
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00; authorized
10,000 shares; none issued or outstanding - -
Common stock, par value $0.01; authorized
40,000 shares; issued 27,229 shares
and 26,719 shares, respectively 272 267
Additional paid-in capital 245,728 234,798
Cumulative translation adjustments (8,299) (8,187)
Retained earnings 156,075 109,589
393,776 336,467
Less:
Treasury stock at cost, 1,608 shares and
998 shares, respectively (40,922) (20,300)
352,854 316,167
$544,268 $474,213
See notes to consolidated financial statements
F-2<PAGE>
SYMBOL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(All amounts in thousands, except per share data)
Year ended December 31,
1995 1994 1993
NET REVENUE $555,163 $465,306 $359,980
COST OF REVENUE 284,836 232,889 185,617
AMORTIZATION OF SOFTWARE
DEVELOPMENT COSTS 8,828 9,963 6,799
GROSS PROFIT 261,499 222,454 167,564
OPERATING EXPENSES:
Engineering 42,205 36,682 34,788
Selling, general and
administrative 137,640 119,733 106,412
Severance 2,500 - -
Amortization of excess of
cost over fair value of
net assets acquired 2,755 2,773 2,793
185,100 159,188 143,993
EARNINGS FROM OPERATIONS 76,399 63,266 23,571
OTHER (EXPENSE)/INCOME:
Interest income 3,143 352 537
Interest expense (4,564) (5,312) (4,663)
(1,421) (4,960) (4,126)
EARNINGS BEFORE INCOME
TAXES 74,978 58,306 19,445
PROVISION FOR INCOME
TAXES 28,492 23,322 7,000
NET EARNINGS $ 46,486 $ 34,984 $ 12,445
EARNINGS PER SHARE:
Primary $1.72 $1.34 $0.50
Fully-diluted $1.71 $1.33 $0.50
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING:
Primary 27,052 26,162 24,661
Fully-diluted 27,220 26,392 25,072
See notes to consolidated financial statements
F-3<PAGE>
SYMBOL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(All amounts in thousands, except stock par value)
Common Stock
$.01 Par Value
Additional Cumulative Total
Shares Paid-in Translation Retained Treasury Stockholders'
Issued Amount Capital Adjustments Earnings Stock Equity
BALANCE, JANUARY 1, 1993 24,336 $243 $197,623 ($4,272) $62,160 ($10,793) $244,961
Exercise of stock options 376 4 4,239 - - - 4,243
Exercise of warrants 4 - 23 - - - 23
Purchase of treasury shares - - - - - (1,881) (1,881)
Translation adjustments - - - (1,045) - - (1,045)
Net earnings - - - - 12,445 - 12,445
BALANCE, DECEMBER 31, 1993 24,716 247 201,885 (5,317) 74,605 (12,674) 258,746
Exercise of stock options 1,993 20 32,803 - - - 32,823
Exercise of warrants 10 - 110 - - - 110
Purchase of treasury shares - - - - - (7,626) (7,626)
Translation adjustments - - - (2,870) - - (2,870)
Net earnings - - - - 34,984 - 34,984
BALANCE, DECEMBER 31, 1994 26,719 267 234,798 (8,187) 109,589 (20,300) 316,167
Exercise of stock options 510 5 10,930 - - - 10,935
Purchase of treasury shares - - - - - (20,622) (20,622)
Translation adjustments - - - (112) - - (112)
Net earnings - - - - 46,486 - 46,486
BALANCE, DECEMBER 31, 1995 27,229 $272 $245,728 ($8,299) $156,075 ($40,922) $352,854
See notes to consolidated financial statements
F-4<PAGE>
SYMBOL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands)
Year ended December 31,
1995 1994 1993
Cash flows from operating activities:
Net earnings $ 46,486 $ 34,984 $12,445
Adjustments to reconcile net earnings
to net cash provided by (used in)
operating activities:
Depreciation and amortization of
property, plant and equipment 18,911 14,063 12,671
Other amortization 15,347 13,756 13,576
Provision for losses on accounts
receivable 3,458 2,336 1,823
Deferred income taxes 1,958 5,854 1,906
Changes in assets and liabilities:
Accounts receivable (25,131) (10,614) (13,610)
Inventories 5,672 (18,914) (22,195)
Prepaid expenses and other current
assets (4,553) (2,954) (3,530)
Software development costs (11,324) (11,245) (5,590)
Intangible assets (3,654) (2,289) (1,862)
Other assets (3,432) (463) (6,458)
Accounts payable and accrued expenses 21,033 4,589 18,104
Income taxes payable 10,527 (1,901) (3,016)
Accrued restructuring costs - (10,386) (23,985)
Other liabilities and deferred revenue (885) 4,977 (3,671)
Net cash provided by (used in)
operating activites 74,413 21,793 (23,392)
Cash flows from investing activities:
Note receivable (3,500) - -
Proceeds from sale of property, plant
and equipment 4,615 - -
Expenditures for property, plant
and equipment (36,636) (24,790) (18,084)
Other investing activities, net - 720 186
Net cash used in investing
activities (35,521) (24,070) (17,898)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 8,558 3,000 50,000
Principal repayments of long-term debt (5,988) (2,494) (10,065)
Exercise of stock options and
warrants 10,935 32,933 4,266
Purchase of treasury shares (20,622) (7,626) (1,881)
Net cash (used in) provided by financing
activities (7,117) 25,813 42,320
Effects of exchange rate changes on cash 486 354 (398)
Net increase in cash and temporary
investments 32,261 23,890 632
Cash and temporary investments,
beginning of year 31,389 7,499 6,867
Cash and temporary investments, end
of year $ 63,650 $ 31,389 $ 7,499
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 4,914 $ 5,177 $ 5,172
Income taxes $ 12,614 $ 7,513 $ 4,714
See notes to consolidated financial statements
F-5<PAGE>
SYMBOL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Principles of Consolidation
The consolidated financial statements include the accounts of Symbol
Technologies, Inc. and its subsidiaries (the "Company"), substantially all of
which are wholly-owned. Significant intercompany transactions and balances
have been eliminated in consolidation.
b. Temporary Investments
Temporary investments include highly liquid investments with original
maturities of three months or less and consist of money market funds and time
deposits at December 31, 1995 and 1994. Temporary investments are stated at
cost, which approximates market value. These investments are not subject to
significant market risk.
c. Inventories
Inventories are stated at the lower of cost (determined on a first-in, first-
out basis) or market.
d. Property, Plant and Equipment
Property, plant and equipment is recorded at cost. Depreciation and
amortization is provided on a straight-line basis over the following
estimated useful lives:
Buildings and improvements 15 to 40 years
Machinery and equipment 2 to 5 years
Furniture, fixtures and office equipment 5 to 10 years
Leasehold improvements (limited to terms
of the leases) 2 to 10 years
Construction in progress (which includes capitalized interest) will be
amortized over the estimated lives of the related assets when they are placed
into service. The Company capitalized interest costs of $646,000 for the
year ended December 31, 1995. No interest was capitalized for the years
ended December 31, 1994 and 1993.
e. Intangible Assets
The excess of cost over fair value of net assets acquired is generally being
amortized on the straight-line method over 40 years.
Patents and trademarks, including costs incurred in connection with the
protection of patents, are amortized over their estimated useful lives, not
exceeding 17 years, using the straight-line method.
f. Software Development Costs
The Company capitalizes costs incurred for internally developed product
software where economic and technological feasibility has been established
and for qualifying purchased product software. Capitalized software costs
are amortized on a straight-line basis over the estimated useful product
lives (normally three years). Software development costs which have been
fully amortized for two years or more are written off.
g. Research and Development Expenses
The Company expenses all research and development costs as incurred. The
Company incurred research and development expenses of approximately
$19,879,000, $16,678,000 and $16,258,000, for the years ended December 31,
1995, 1994 and 1993, respectively, which are classified in engineering
expenses.
F-6<PAGE>
h. Revenue Recognition
Revenue from sales of the Company's products is recognized upon shipment. In
conjunction with these sales, field service maintenance agreements are sold
for certain products. When such revenue is recorded prior to providing
repair and maintenance service, it is deferred and recognized over the term
of the related agreements.
i. Income Taxes
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS
109") which requires recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been included in the
Company's financial statements or tax returns. Under this method, deferred
tax assets and liabilities are determined based on the differences between
the financial accounting and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are
expected to reverse.
Investment, research and development and other tax credits are accounted for
by the flow-through method.
The cumulative amount of undistributed earnings of foreign subsidiaries at
December 31, l995, approximates $27,797,000. The Company does not provide
deferred taxes on undistributed earnings of foreign subsidiaries since the
Company anticipates no significant incremental U.S. income taxes on the
repatriation of these earnings as tax rates in foreign jurisdictions
generally approximate or exceed the U.S. Federal rate.
j. Earnings Per Share
Primary and fully-diluted earnings per share are based on the weighted
average number of shares of common stock and common stock equivalents
(options and warrants) outstanding during the period, computed in accordance
with the treasury stock method.
k. Foreign Currency Translation and Transactions
Assets and liabilities of foreign subsidiaries are translated at year-end
exchange rates. Results of operations are translated using the average
exchange rates prevailing throughout the year. Gains and losses from foreign
currency transactions are included in net earnings for the year and are not
material. Exchange rate changes arising from translation are included in the
cumulative translation adjustments component of stockholders' equity.
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company enters
into foreign currency forward exchange contracts to hedge a portion of its
intercompany accounts receivable transactions. The effect of this practice
is to minimize the impact of foreign exchange rate movements on the Company's
operating results. The Company's hedging activities do not subject the
Company to exchange rate risk because gains and losses on these contracts
offset losses and gains on the related intercompany receivables being hedged.
As of December 31, 1995, the Company had no forward exchange contracts
outstanding. The forward exchange contracts generally have maturities that
do not exceed 12 months and require the Company to exchange foreign
currencies for U.S. dollars at maturity, at rates agreed to at inception of
the contracts.
l. Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
m. Reclassifications
Certain reclassifications have been made to the prior year consolidated
financial statements to conform with the current year presentations.
F-7<PAGE>
2. INVENTORIES
December 31, December 31,
l995 1994
(in thousands)
Raw materials $ 47,701 $ 46,442
Work-in-process 9,181 8,485
Finished goods 38,385 46,111
$ 95,267 $101,038
3. PROPERTY, PLANT AND EQUIPMENT
December 31, December 31,
l995 1994
(in thousands)
Land $ 8,326 $ 4,999
Buildings and improvements 12,648 13,635
Machinery and equipment 54,208 62,830
Furniture, fixtures and office
equipment 36,743 34,640
Leasehold improvements 8,634 9,092
Construction in progress 18,421 -
Assets held for sale - 4,723
138,980 129,919
Less: Accumulated depreciation and
amortization 50,716 58,214
$ 88,264 $ 71,705
During the year ended December 31, 1995, the Company sold land and a
building located in Costa Mesa, California, for $1,000,000 cash and a
$3,500,000 promissory note bearing interest at 8.0 percent. Principal
payments of $500,000 are due in April 1996 and April 1997 with the
remaining balance of unpaid principal and interest due in April 1999. In
addition, the Company purchased a 48-acre site in Holtsville, New York,
including a 174,000-square-foot office building for $4,200,000 cash and the
assumption of debt related to the facility, which had a value of $8,556,000
based upon borrowing rates available to the Company at the date the
transaction occurred.
When property, plant and equipment is retired or has been fully depreciated
and is no longer utilized, its cost and the related accumulated
depreciation are written off. During the year ended December 31, 1995, the
Company retired $26,410,000 of fully depreciated property, plant and
equipment.
4. INTANGIBLE ASSETS
December 31, December 31,
l995 1994
(in thousands)
Excess of cost over fair value of
net assets acquired $102,903 $102,695
Patents, trademarks and purchased
technologies 18,492 18,666
Executive retirement plan
unrecognized prior service
costs 1,060 1,173
122,455 122,534
Less: Accumulated amortization 26,117 23,746
$ 96,338 $ 98,788
F-8<PAGE>
5. SOFTWARE DEVELOPMENT COSTS
Year Ended December 31,
l995 1994 1993
(in thousands)
Beginning of year $18,558 $17,276 $18,485
Amounts capitalized 11,324 11,245 5,590
29,882 28,521 24,075
Less: Amortization 8,828 9,963 6,799
End of year $21,054 $18,558 $17,276
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
December 31, December 31,
l995 1994
(in thousands)
Accounts payable $32,110 $24,192
Accrued payroll, bonuses, fringe
benefits, severance and
payroll taxes 28,491 21,208
Other accrued expenses 21,347 15,392
$81,948 $60,792
7. LONG-TERM DEBT
December 31, December 31,
1995 1994
(in thousands)
Senior Notes (a) $47,222 $50,000
Industrial Development Bonds (b) 9,475 11,844
Assumed Revenue Bond Financing (c) 7,903 -
State Loan (d) 3,000 3,000
Other 139 325
67,739 65,169
Less: Current maturities 6,910 5,285
$60,829 $59,884
(a) In March 1993 the Company issued $25,000,000 of its 7.76 percent Series A
Senior Notes due February 15, 2003, and $25,000,000 of its 7.76 percent
Series B Senior Notes due February 15, 2003, to four insurance companies.
The Series A Senior Notes are being repaid in equal annual installments of
$2,778,000 which began in February 1995. The Series B Senior Notes will
be repaid in equal annual installments of $3,571,000 beginning in February
1997. Interest is payable quarterly for these Notes. The financing
agreements contain certain covenants regarding the maintenance of a
minimum level of tangible net worth, as well as certain financial ratios,
as defined, and certain restrictions including limitations on
indebtedness.
F-9<PAGE>
(b) Borrowings under the Industrial Development Bond financings accrue
interest at the rate of 8.95 percent, payable quarterly, and the loan is
being repaid in equal annual installments of $2,368,000 which began in
October 1992. The Company's owned facilities located in Bohemia, New
York, are pledged as collateral for this debt. The financing agreements
contain certain covenants regarding the maintenance of a minimum level of
tangible net worth and working capital, as well as certain financial
ratios, as defined, and limitations on investments, dividends and
indebtedness.
(c) In June 1995 the Company assumed a $7,282,000 New York Industrial
Development bond which is collateralized by its facilities located in
Holtsville, New York. The bond bears interest at 12.3 percent and
principal and interest are being repaid in ten equal semi-annual
installments of $997,000 which began in October 1995. Based upon
borrowing rates of 6.7 percent available to the Company at the time the
transaction occurred, a bond premium of $1,274,000 has been recorded in
long-term debt and is being amortized over the life of the bond.
(d) In 1994, the Company received a $3,000,000 loan from an agency of New York
State. The loan bears interest at 1.0 percent, payable monthly, and the
principal is to be repaid in one installment in 2001. The interest rate
is subject to a covenant requiring a minimum level of full-time permanent
employees.
Based on the borrowing rates currently available to the Company for bank loans
with similar terms, the fair values of Senior Notes and Industrial Development
Bonds approximates their carrying values. The fair value of the State Loan as
of December 31, 1995, is approximately $2,200,000.
Long-term debt maturities are:
Year ending December 31, (in thousands)
1996 $ 6,910
1997 10,409
1998 10,495
1999 10,589
2000 7,260
Thereafter 22,076
$67,739
8. INCOME TAXES
The provision for income taxes consists of:
Year Ended December 31,
1995 1994 1993
(in thousands)
Current:
Federal $15,254 $11,067 $ 3,270
State and local 3,136 3,168 1,177
Foreign 8,144 3,233 647
26,534 17,468 5,094
Deferred:
Federal 1,788 4,714 1,481
State and local 237 1,246 233
Foreign (67) (106) 192
1,958 5,854 1,906
Total Provision
for Income Taxes $28,492 $23,322 $ 7,000
F-10<PAGE>
A reconciliation between the statutory U.S. Federal income tax rate and the
Company's effective tax rate is:
Year Ended December 31,
1995 1994 1993
Statutory U.S. Federal
rate 35.0% 35.0% 34.0%
State taxes, net of
Federal tax effect 2.9 4.9 4.8
Tax credits (1.6) (4.6) (7.3)
Amortization of excess of
cost over fair value of
net assets acquired 1.3 1.5 4.9
Exempt income of foreign
sales corporation (1.9) (1.1) (2.3)
Income of foreign subsi-
diaries taxed at higher
tax rates 1.8 1.1 1.8
Other, net 0.5 3.2 0.1
38.0% 40.0% 36.0%
At December 31, 1995, 1994 and 1993, other liabilities include deferred
income taxes of $8,276,000, $9,690,000 and $7,236,000 respectively. The
deferred tax assets and liabilities at December 31, 1995, 1994 and 1993,
respectively, are comprised of:
Year Ended December 31,
1995 1994 1993
Deferred Tax Deferred Tax Deferred Tax
Assets/(Liabilities) Assets/(Liabilities) Assets/(Liabilities)
(in thousands)
Receivables $ 4,441 $ 4,977 $ 3,405
Inventory 6,113 6,249 11,677
Net investment in
sales-type leases (3,053) (2,245) (1,722)
Accrued compensation
and associate benefits 3,876 3,739 3,307
Other accrued liabilities 5,128 3,382 3,037
Accrued restructuring
and severance costs 957 61 4,338
Deferred revenue - current 1,890 2,296 1,902
Deferred revenue - long term 2,348 1,511 1,204
Deferred patent and product
development costs (13,809) (10,427) (9,809)
Property, plant and
equipment (1,127) (1,492) (1,851)
Investments 878 1,338 1,181
Cumulative translation
adjustments 5,505 945 3,411
Tax credit carryforwards 2,895 3,410 2,163
Other, net 982 680 350
17,024 14,424 22,593
Less: Valuation allowance 812 814 663
Net Deferred Taxes $16,212 $13,610 $21,930
The valuation allowance decreased by $2,000 during 1995 and increased by
$151,000 and $103,000 during 1994 and 1993, respectively. The valuation
allowance relates to state investment tax credit carryforwards which are
likely to be recaptured. No other valuation allowances for deferred tax
assets are necessary due to the Company's history of profitability and
anticipated future profitability.
F-11<PAGE>
9. COMMITMENTS AND CONTINGENCIES
a. Lease Agreements
Future minimum annual rental payments required under noncancellable operating
leases are:
Year ending December 31, (in thousands)
1996 $ 5,525
1997 4,676
1998 3,581
1999 1,867
2000 1,025
Thereafter 601
$17,275
Rent expense under substantially all operating leases was $6,173,000,
$5,673,000 and $5,465,000, for the years ended December 31, 1995, 1994 and
1993, respectively.
b. Credit Facilities
The Company has loan agreements with three banks pursuant to which the banks have
agreed to provide lines of credit totaling $30,000,000. As of December 31, 1995,
and 1994, the Company had no outstanding borrowings under these lines. Such
borrowings would bear interest at the respective bank's cost of funds rate, which
approximated 6.0 percent at December 31, 1995. These agreements expire between
June 30, 1996, and December 31, 1996.
c. Employment Contracts
The Company has executed employment contracts with certain senior executives that
vary in length for which the Company has a minimum commitment aggregating
approximately $8,070,000 at December 31, 1995.
d. Legal Matters
The Company is currently involved in matters of litigation arising from the
normal course of business. Management is of the opinion that such litigation
will have no material adverse effect on the Company's consolidated financial
position or results of operations.
In October 1993, the Company and certain of its officers received a purported
Second Consolidated Amended Class Action Complaint in the action entitled In re.
Symbol Technologies Class Action Litigation ("Second Complaint") in the Eastern
District of New York, which asserts alleged violations of Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The
Second Complaint alleges a class period from June 8, 1992, to September 14, 1992.
Defendants have moved for summary judgement dismissing the Second Complaint and
such motion is currently pending before the Court. The Company believes that the
litigation is without merit and intends to defend it vigorously.
F-12<PAGE>
10. STOCKHOLDERS' EQUITY
a. Stock Option Plans
There are a total of 4,817,000 shares of Common Stock reserved for issuance
under the Company's stock option plans at December 31, 1995.
A summary of changes in the stock option plans is:
Shares Under Option
Number of
Option Price Shares
per Share (in thousands)
Shares under option at December 31, 1993 5,166
Granted $ 9.00 to $29.88 626
Exercised $ 5.50 to $23.75 (1,993)
Cancelled $ 8.00 to $23.75 (219)
Shares under option at December 31, 1994 3,580
Granted $26.25 to $39.38 1,242
Exercised $ 8.00 to $24.25 (510)
Cancelled $ 9.00 to $38.00 (301)
Shares under option at December 31, 1995 4,011
Shares exercisable at December 31, 1995$ 5.50 to $29.88 1,365
At December 31, l995, an aggregate of 806,000 shares remain available for
grant under the stock option plans. The tax benefits arising from stock
option exercises during the years ended December 31, 1995, 1994 and 1993,
in the amount of $4,184,000, $14,066,000, and $1,062,000, respectively,
were recorded in stockholders' equity as additional paid-in capital.
b. Treasury Stock
Treasury stock is comprised of 596,000 shares of Common Stock purchased for
a total of $14,958,000 from certain officers related to the exercise of
stock options and 1,012,000 shares purchased in open market transactions at
a total cost of $25,964,000 pursuant to the stock repurchase programs
authorized by the Board of Directors on May 8, 1995, and May 4, 1992.
c. Outside Directors' Options and Stock Purchase Warrants
The following table indicates the number of common shares issuable upon
exercise and exercise price per share of all outstanding outside Directors'
options and stock purchase warrants as of December 31, 1995:
Exercisable Number of Shares Exercise Price Shares Vested
to Issuable Upon Exercise per Shareat December 31,1995
1997 35,000 $11.00 35,000
2000 39,000 $ 8.13 to $15.50 39,000
2004 20,000 $25.25 to $27.75 10,000
2005 10,000 $33.63 -
104,000 84,000
11. ASSOCIATE BENEFIT PLANS
a. Profit Sharing Retirement Plan
The Company maintains a 401(k) profit sharing retirement plan for all U.S.
associates meeting certain service requirements. The Company contributes
monthly, 50 percent of associates' contributions up to a maximum of 6 percent
of annual compensation. Plan expense for the years ended December 31, 1995,
1994 and 1993 was $2,959,000, $2,559,000 and $2,336,000, respectively.
F-13<PAGE>
b. Health Benefits
The Company pays substantially all costs incurred in connection with
providing associate health benefits through a program administered by an
insurance company. Such costs amounted to $10,700,000, $8,536,000, and
$10,275,000, for the years ended December 31, 1995, 1994 and 1993,
respectively.
c. Executive Retirement Plan
The Company maintains an Executive Retirement Plan (the "Plan") in which
certain highly compensated associates are eligible to participate.
Participants are selected by a committee of the Board of Directors. Benefits
vest after five years of service and are based on a percentage of average
compensation for the three years immediately preceding termination of the
participant's full-time employment. As of December 31, 1995, 13 officers
were participants in the Plan. The Company's obligations under the Plan are
not funded apart from the Company's general assets. The Company's funding
policy is to set aside assets for the Plan based on the annual net periodic
pension expense. The funded assets are classified in other assets.
Plan costs are:
Year Ended December 31,
1995 1994 1993
(in thousands)
Service cost - benefits earned during
the period $ 650 $ 543 $ 513
Interest cost on projected benefit
obligation 588 624 488
Amortization of unfunded prior service
costs and unrecognized loss 121 130 150
Net periodic pension expense $1,359 $1,297 $1,151
The Plan's funded status is as follows:
December 31, December 31,
1995 1994
(in thousands)
Accumulated benefit obligation $4,904 $5,496
Projected benefit obligation ($7,446) ($7,830)
Unrecognized net loss 838 963
Unrecognized prior service costs 1,060 1,173
Accrued pension costs ($5,548) ($5,694)
The Plan had $4,735,000, and $4,906,000 of vested benefit obligations at
December 31, 1995, and 1994, respectively. The projected benefit obligation
at December 31, 1995, 1994 and 1993 was determined using an assumed weighted
average discount rate of 8.0 percent, 8.0 percent and 7.0 percent,
respectively, and an assumed increase in the long-term rate of compensation
of 5.0 percent.
12. OPERATIONS BY GEOGRAPHIC AREA
The Company is engaged in one industry, specifically, the design, manufacture
and marketing of bar code reading equipment, portable data collection systems
and radio frequency data communications products. Operations in this
business segment are summarized below by geographic area. The Company's
operations in Western Europe generally consist of selling and performing
field service maintenance on products designed and manufactured primarily in
the United States.
F-14<PAGE>
North Western
America Europe Other Eliminations Consolidated
(in thousands)
Year ended
December 31, l995:
Sales to unaffiliated
customers $336,734 $178,027 $40,402 $ - $555,163
Transfers between
geographic areas 93,028 - - (93,028) -
Total net revenue $429,762 $178,027 $40,402 ($93,028) $555,163
Earnings before
provision for income
taxes $ 55,505 $ 15,049 $ 592 $ 3,832 $ 74,978
Identifiable assets $327,018 $ 73,953 $ 5,593 $ - $406,564
Corporate assets 137,704
Total assets $544,268
Year ended
December 31, l994:
Sales to unaffiliated
customers $298,217 $141,090 $25,999 $ - $465,306
Transfers between
geographic areas 97,981 - - (97,981) -
Total net revenue $396,198 $141,090 $25,999 ($97,981) $465,306
Earnings before
provision for income
taxes $ 46,502 $ 4,783 $ 836 $ 6,185 $ 58,306
Identifiable assets $296,530 $ 62,839 $ 3,217 $ - $362,586
Corporate assets 111,627
Total assets $474,213
Year ended
December 31, 1993:
Sales to unaffiliated
customers $247,448 $ 98,188 $14,344 $ - $359,980
Transfers between
geographic areas 56,244 - - (56,244) -
Total net revenue $303,692 $ 98,188 $14,344 ($56,244) $359,980
Earnings before
provision for income
taxes $ 18,152 $ 1,062 $ 180 $ 51 $ 19,445
Identifiable assets $274,032 $ 50,919 $ 1,738 $ - $326,689
Corporate assets 92,926
Total assets $419,615
F-15<PAGE>
In determining earnings before provision for income taxes for each geographic
area, sales and purchases between areas have been accounted for on the basis
of internal transfer prices set by the Company. Certain U.S. operating
expenses are allocated between geographic areas based upon the percentage of
geographic area revenue to total revenue. This allocation has the effect of
reducing reported European and other operating profit.
Identifiable assets are those tangible and intangible assets used in
operations in each geographic area. Corporate assets are principally
temporary investments and the excess of cost over fair value of net assets
acquired.
The Company's export sales, primarily to Europe, approximated $218,429,000,
$167,089,000 and $112,532,000 for the years ended December 31, 1995, 1994 and
1993, respectively.
The Company has customers in the retail industry which accounted for
approximately $30,524,000 in accounts receivable at December 31, 1995. The
carrying amounts of accounts receivable approximate fair value because of the
short maturity of these instruments.
13. SELECTED QUARTERLY FINANCIAL DATA (unaudited)
The following tables set forth unaudited quarterly financial information for
the years ended December 31, 1995, and 1994:
Quarter Ended
March 31 June 30 September 30 December 31
(in thousands, except per share amounts)
Year Ended
December 31, 1995:
Net revenue $131,258 $137,629 $142,811 $143,465
Gross profit 62,285 65,224 67,135 66,855
Net earnings 10,752 11,781 11,468 12,485
Primary earnings
per share: $0.40 $0.43 $0.42 $0.47
Fully diluted earnings
per share: $0.40 $0.43 $0.42 $0.46
Year Ended
December 31, 1994:
Net revenue $103,668 $113,423 $124,433 $123,782
Gross profit 49,465 54,168 59,575 59,246
Net earnings 6,656 8,397 10,295 9,636
Primary and fully-
diluted earnings
per share: $0.26 $0.32 $0.39 $0.36
The Company accounts for interim inventories using the gross profit method.
The results of operations in the quarters ended December 31, 1995, and 1994
reflect adjustment of gross profit estimates based upon the actual physical
inventory valuation.
The quarterly earnings per share information is computed separately for each
period. Therefore, the sum of such quarterly per share amounts may differ
from the total for the year.
F-16<PAGE>
SCHEDULE II
SYMBOL TECHNOLOGIES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(All amounts in thousands)
COLUMN A COLUMN B COLUMN C COLUMN DCOLUMN E
Additions
(1) (2)
Balance at Charged to Charged Balance
beginning cost and to other at end
Description of year expenses accounts Deductionsof year
Allowance for doubtful
accounts:
December 31, 1995 $7,269 $3,458 $569 (a) $3,480 (b)$7,816
December 31, l994 $5,112 $2,336 $ - $ 179 (b)$7,269
December 31, 1993 $4,893 $1,823 $ - $1,604 (b) $5,112
(a) Primarily collection of accounts previously written off.
(b) Uncollectible accounts written off.
S-1<PAGE>
3.Exhibits
Exhibit Page
3.1 Certificate of Incorporation of Symbol
Technologies, Inc. (Incorporated by
reference to Exhibit 3.1 to the Form
8-B Registration No. 0-9028, filed
with the Commission on November 23, 1987
(the "Form 8-B").)
3.2 By-laws of the Company as currently in
effect. (Incorporated by reference to
Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1988.)
4.1 Form of Certificate for Shares of the
Common Stock of the Company.
(Incorporated by reference to Exhibit
4.1 of the Form 8-B.)
10.1 1990 Non-Executive Stock Option Plan, as 4
amended.
10.2 1987 Consultant Stock Option Plan,
as amended. (Incorporated by reference to
Exhibit 10.3 of the Company's Annual Report
Form 10-K for fiscal year ended December 31, 1991
(the "1991 Form 10-K").)
10.3 Employment Agreement by and between the
Company and Raymond Martino, dated as of
June 12, 1994. (Incorporated by reference
to Exhibit 10.4 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1995.)
10.4 Employment Agreement by and between 12
the Company and Jerome Swartz, dated
as of June 30, 1995.
10.5 Employment Agreement by and between 24
the Company and Tomo Razmilovic, dated
as of October 16, 1995.
10.6 Employment Agreement by and between 36
the Company and Frederic P. Heiman, dated
as of June 30, 1995.
10.7 Employment Agreement by and between 48
the Company and Leonard H. Goldner, dated
as of November 1, 1995.
10.8 Separation, Release and Non-Disclosure 60
Agreement between the Company and Jan
Lindelow, dated October 19, 1995.
-2-<PAGE>
10.9 Form of 1997 Stock Purchase Warrant
issued to directors. (Incorporated by
reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K
for the fiscal year ended June 30,
1988.)
10.10 Form of 2000 Stock Purchase Warrant issued
to directors. (Incorporated by reference to
Exhibit 10.11 to the 1991 Form 10-K.)
10.11 1994 Directors Stock Option Plan. (Incorporated
by reference to Exhibit 4.1 to Registration
Statement No. 33-78678 on Form S-8.)
10.12 Executive Retirement Plan, as amended.
(Incorporated by reference to Exhibit
10.14 to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1989 (the "1989 Form
10-K").)
10.13 Symbol Technologies, Inc. 68
Stock Ownership and Option Retention Program.
10.14 Summary of Symbol Technologies, Inc. 72
Executive Bonus Plan.
10.15 Lease Agreement and Amended and
Restated Lease Agreement dated as of
October 1, 1989 between Suffolk County
Industrial Development Agency and
Symbol Technologies, Inc.
(Incorporated by reference to Exhibit
10.15 to the 1989 Form 10-K.)
10.16 Sublease dated June 28th, 1995 between
Grumman Data Systems Corporation and
Symbol Technologies, Inc.
10.17 Form of Note Agreements dated as of
February 15, 1993 relating to the Company's
7.76% Series A and Series B Senior Notes due
February 15, 2003 (Incorporated by reference to
Exhibit 10.14 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992.)
21. Subsidiaries. 75
23. Consent of Deloitte & Touche LLP 78
(b) Reports on Form 8-K
Not Applicable
-3-<PAGE>
EXHIBIT 10.1
-4-<PAGE>
1990 NON-EXECUTIVE STOCK OPTION PLAN, as amended as of
February 12, 1996
SYMBOL TECHNOLOGIES, INC.
1990 NON-EXECUTIVE STOCK OPTION PLAN
1.Purpose. The 1990 Non-Executive Stock Option Plan (the "Plan")
of Symbol Technologies, Inc. (the "Company"), a Delaware
corporation, is designed to aid the Company and its subsidiaries
in retaining and attracting personnel of exceptional ability by
enabling key employees to purchase a proprietary interest in the
Company, thereby stimulating in such individuals an increased
desire to render greater services which will contribute to the
continued growth and success of the Company and its subsidiaries.
Options granted under the Plan are not intended to satisfy the
requirements for classification as "Incentive Stock Options"
codified in Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code").
2.Amount and Source of Stock. The total number of shares of
Common Stock, par value $.01 per share, of the Company which may
be the subject of options granted pursuant to the Plan shall not
exceed 4,750,000 of the Company's Common Stock, par value $.01
(the "Shares"), subject to adjustment as provided in paragraph
10, which shall include any shares subject to options granted
prior to February 25, 1991 under the 1988 Stock Option Plan for
the Employees of MSI Data Corporation and the 1988 Stock Option
Plan for the Employees of Vectran Corporation. Such Shares may
be reserved or made available from the Company's authorized and
unissued Shares or from Shares reacquired and held in the
Company's treasury. In the event that any option granted
hereunder shall terminate prior to its exercise in full for any
reason, then the Shares subject to such option shall be added to
the Shares otherwise available for issuance pursuant to the
exercise of options under the Plan.
3.Administration of the Plan. If all of the members of the
Board of Directors of the Company (the "Board") are
"disinterested persons" as that term is defined in Rule 16b-3(c)
(2) (or any successor provision) promulgated under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act")
("Disinterested Persons"), then the Plan shall be administered by
the Board or, if so designated by resolution of the Board by a
committee of the Board comprised of two or more members of the
Board, selected by the Board, all of which members shall be
"Disinterested Persons" (the "Committee"). If all of the members
of the Board are not "Disinterested Persons"' then the Board
shall designate such a Committee to administer the Plan. (The
body which is administering the Plan pursuant to this paragraph
shall at times be referred to herein as the "Administrative
Body.")
The Administrative Body shall have full authority to interpret
the Plan, to establish and amend rules and regulations relating
to it, to determine the key employees to whom options may be
granted under the Plan, to select from among the eligible
individuals those to whom options are to be granted, to determine
the terms and provisions of the respective option agreements
-5-<PAGE>
(which need not be identical) and to make all other
determinations necessary or advisable for the administration of
the Plan. The date on which the Administrative Body adopts
resolutions granting an option to a specified individual shall
constitute the date of grant of such option (the "Date of
Grant"); provided, however, that if the grant of an option is
made subject to the occurrence of a subsequent event (such as,
for example, the commencement of employment), the date on which
such subsequent event occurs shall be the Date of Grant. The
adoption of any such resolution by the majority of the members of
the Administrative Body shall complete the necessary corporate
action constituting the grant of said option and an offer of
Shares for sale to said individual under the Plan.
4.Eligibility. All key employees of the Company or any
subsidiary of the Company (other than employees who are directors
or officers of the Company including, after April 30, 1991, any
person who is an "officer" of the Company as said term is defined
in Rule 16a-1(f) (or any successor provision) promulgated
pursuant to the Exchange Act), as determined by the
Administrative Body, shall be eligible to receive options
hereunder. For purposes of the Plan, a subsidiary shall mean any
corporation of which the Company owns or controls, directly or
indirectly, fifty percent (50%) or more of the outstanding shares
of stock normally entitled to vote for the election of directors
including voting securities issuable upon conversion of another
security which is, or may have been, convertible into such voting
securities or voting securities issuable upon the exercise of any
warrant, option or other similar right and any partnership of
which the Company or a corporate subsidiary is a general partner.
From time to time the Administrative Body shall, in its sole
discretion, within the applicable limits of the Plan, select from
among the eligible individuals those persons to whom options
shall be granted under the Plan, the number of Shares subject to
each option, and the exercise price, terms and conditions of any
options to be granted hereunder.
5.Option Price. The exercise price for the Shares purchasable
under any option granted pursuant to the Plan shall not be less
than 100% of the fair market value per share of the Shares
subject to option under the Plan at the Date of Grant, solely as
determined by the Administrative Body in good faith. The
exercise price for options granted pursuant to the Plan shall be
subject to adjustment as provided in paragraph 10. For purposes
of the Plan, the "fair market value per share" of the Shares on a
given date shall be: (i) if the Shares are listed on a registered
securities exchange or traded on the NASDAQ National Market
System, the closing price per share of the Shares on such date
(or, if there was no trading in the Shares on such date, on the
next preceding day on which there was trading); (ii) if the
Shares are not listed on a registered securities exchange or
traded on the NASDAQ National Market System but the bid and asked
prices per share for the Shares are provided by NASDAQ, the
National Quotation Bureau Incorporated or any similar
organization, the average of the closing bid and asked price per
share of the Shares on such date (or, if there was no trading in
-6-<PAGE>
the Shares on such date, on the next preceding day on which there
was trading) as provided by such organization; and (iii) if the
Shares are not listed on a registered securities exchange or
traded on the NASDAQ National Market System and the bid and asked
prices per share of the Shares are not provided by NASDAQ, the
National Quotation Bureau Incorporated or any similar
organization, as determined by the Administrative Body in good
faith.
6.Term of Option.
(a) Subject to the provisions of the Plan, the Administrative
Body shall have absolute discretion in determining the period
during which, the rate at which and the terms and conditions upon
which any option granted hereunder may be exercised, and whether
any option exercisable in installments is to be exercisable on a
cumulative or non-cumulative basis; provided, however, that no
option granted hereunder shall be exercisable for a period
exceeding ten (10) years from the Date of Grant.
(b) The grant of options by the Administrative Body shall be
effective as of the date on which the Administrative Body shall
authorize the option; provided, however, that no option granted
hereunder shall be exercisable unless and until the holder shall
enter into an individual option agreement with the Company that
shall set forth the terms and conditions of such option. Each
such agreement shall expressly incorporate by reference the
provisions of this Plan (a copy of which shall be made available
for inspection by the optionee during normal business hours at
the principal office of the Company), and shall state that in the
event of any inconsistency between the provisions hereof and the
provisions of such agreement, the provisions of this Plan shall
govern.
7.Exercise of Options. An option shall be exercised when written
notice of such exercise, signed by the person entitled to
exercise the option, has been delivered or transmitted by
registered or certified mail to the Secretary of the Company at
its then principal office. Said notice shall specify the number
of Shares for which the option is being exercised and shall be
accompanied by (i) such documentation, if any, as may be required
by the Company as provided in subparagraph 11(b), and (ii)
payment of the aggregate option price. Such payment shall be in
the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of
the Company in the amount of the aggregate option price, (ii)
certificates duly endorsed for transfer (with all transfer taxes
paid or provided for) evidencing a number of Shares (provided,
however, that with such Shares have been owned by the Optionee
for at least six months) of which the aggregate fair market value
on the date of exercise is equal to the aggregate option exercise
price of the Shares being purchased, (iii) by delivering to the
Company (a) irrevocable instructions to deliver the stock
certificates representing the Shares for which the option is
being exercised, directly to a broker, and (b) instructions to
-7- <PAGE>
the broker to sell such Shares and promptly deliver to the
Company the portion of the sale proceeds equal to the aggregate
option exercise price, or (iv) a combination of these methods of
payment. Delivery of said notice shall constitute an irrevocable
election to purchase the Shares specified in said notice, and the
date on which the Company receives the last of said notice,
documentation and the aggregate option exercise price for all of
the Shares covered by the notice shall, subject to the provisions
of paragraph 11 hereof, be the date as of which the Shares so
purchased shall be deemed to have been acquired. The Optionee
shall not have the right or status as a holder of the Shares to
which such exercise relates prior to receipt by the Company of
the payment, notice and documentation expressly referred to in
this paragraph 7.
8.Exercise and Cancellation of Options Upon Termination of
Employment or Death. Except as set forth below, if a holder
shall voluntarily or involuntarily terminate his service as an
employee of the Company or any subsidiary of the Company, the
option of such holder shall terminate upon the date of such
termination of employment regardless of the expiration date
specified in such option. If the termination of employment is
due to retirement (as defined by the Administrative Body in its
sole discretion), the holder shall have the privilege of
exercising any option that the holder could have exercised on the
day upon which he ceased to be an employee of the Company or any
subsidiary of the Company, provided, however, that such exercise
must be accomplished within the term of such option and within
three (3) months of the holder's retirement. If the termination
of employment is due to disability (to the extent and in a manner
as shall be determined by the Administrative Body in its sole
discretion), he (or his duly appointed guardian or conservator)
shall have the privilege of exercising any option that he could
have exercised on the day upon which he ceased to be an employee
of the Company or any subsidiary of the Company; provided,
however, that such exercise must be accomplished within the term
of such option and within one (1) year of the termination of his
employment with the Company or any subsidiary of the Company. If
the termination of employment is due to the death of the holder,
the duly appointed executor or administrator of his estate shall
have the privilege at any time of exercising any option that the
holder could have exercised on the date of his death; provided,
however, that such exercise must be accomplished within the term
of such option and within one (1) year of the holder's death.
For all purposes of the Plan, an approved leave of absence shall
not constitute interruption or termination of employment.
Nothing contained herein or in any option agreement shall be
construed to confer on any option holder any right to be
continued in the employ of the Company or any subsidiary of the
Company or derogate from any right of the Company or any
subsidiary of the Company to retire, request the resignation of
or discharge such option holder, or to lay off or require a leave
of absence of such option holder (with or without pay), at any
time, with or without cause.
-8-<PAGE>
9.Non-transferability of Options. No option granted under the
Plan shall be sold, pledged, assigned or transferred in any
manner except to the extent that options may be exercised by an
executor or administrator as provided in paragraph 8 hereof. An
option may be exercised, during the lifetime of the holder
thereof, only by such holder or his duly appointed guardian or
conservator in the event of his disability.
10. Adjustments Upon Changes in Capitalization.
(a) If the outstanding Shares are subdivided, consolidated,
increased, decreased, changed into, or exchanged for a different
number or kind of shares or other securities of the Company
through reorganization, merger, recapitalization,
reclassification, capital adjustment or otherwise, or if the
Company shall issue additional Shares as a dividend or pursuant
to a stock split, then the number and kind of Shares available
for issuance pursuant to the exercise of options to be granted
under this Plan and all Shares subject to the unexercised portion
of any option theretofore granted and the option price of such
options shall be adjusted to prevent the inequitable enlargement
or dilution of any rights hereunder; provided, however, that any
such adjustment in outstanding options under the Plan shall be
made without change in the aggregate exercise price applicable to
the unexercised portion of any such outstanding option.
Distributions to the Company's shareholders consisting of
property other than shares of Common Stock of the Company or its
successor and distributions to shareholders of rights to
subscribe for Common Stock shall not result in the adjustment of
the Shares purchasable under outstanding options or the exercise
price of outstanding options. Adjustments under this paragraph
shall be made by the Administrative Body, whose determination
thereof shall be conclusive and binding. Any fractional Share
resulting from adjustments pursuant to this paragraph shall be
eliminated from any then outstanding option. Nothing contained
herein or in any option agreement shall be construed to affect in
any way the right or power of the Company to make or become a
party to any adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or otherwise transfer all or any
part of its business or assets.
(b) If, in the event of a merger or consolidation, the Company is
not the surviving corporation, and in the event that the
agreements governing such merger or consolidation do not provide
for the substitution of new options or other rights in lieu of
the options granted hereunder or for the express assumption of
such outstanding options by the surviving corporation, or in the
event of the dissolution or liquidation of the Company, the
holder of any option theretofore granted under this Plan shall
have the right not less than five (5) days prior to the record
date for the determination of shareholders entitled to
participate in such merger, consolidation, dissolution or
liquidation, to exercise his option, in whole or in part, without
regard to any installment provision that may have been made part
of the terms and conditions of such option; provided that any
-9- <PAGE>
conditions precedent to such exercise set forth in any option
agreement granted under this Plan, other than the passage of
time, have been satisfied. In any such event, the Company will
mail or cause to be mailed to each holder of an option hereunder
a notice specifying the date that is to be fixed as of which all
holders of record of the Shares shall be entitled to exchange
their Shares for securities, cash or other property issuable or
deliverable pursuant to such merger, consolidation, dissolution
or liquidation. Such notice shall be mailed at least ten (10)
days prior to the date therein specified. In the event any then
outstanding option is not exercised in its entirety on or prior
to the date specified therein, all remaining outstanding options
granted hereunder and any and all rights thereunder shall
terminate as of said date.
11. General Restrictions.
(a) No option granted hereunder shall be exercisable if the
Company shall, at any time and in its sole discretion, determine
that (i) the listing upon any securities exchange, registration
or qualification under any state or federal law of any Shares
otherwise deliverable upon such exercise, or (ii) the consent or
approval of any regulatory body or the satisfaction of
withholding tax or other withholding liabilities, is necessary or
appropriate in connection with such exercise. In any of such
events, the exercisability of such options shall be suspended and
shall not be effective unless and until such withholding,
listing, registration, qualification or approval shall have been
effected or obtained free of any conditions not acceptable to the
Company in its sole discretion, notwithstanding any termination
of any option or any portion of any option during the period when
exercisability has been suspended.
(b) The Administrative Body may require, as a condition to the
right to exercise an option, that the Company receive from the
option holder, at the time of any such exercise, representations,
warranties and agreements to the effect that the Shares are being
purchased by the holder only for investment and without any
present intention to sell or otherwise distribute such Shares and
that the option holder will not dispose of such Shares in
transactions which, in the opinion of counsel to the Company,
would violate the registration provisions of the Securities Act
of 1933, as then amended, and the rules and regulations
thereunder and any applicable "blue sky" laws or regulations.
The certificates issued to evidence such Shares shall bear
appropriate legends summarizing such restrictions on the
disposition thereof.
12. Withholding Tax Liability.
(a) A holder of an option granted hereunder (if said holder's
transactions in Common Stock are not subject to Section 16(b) of
the Exchange Act) may elect to tender shares to the Company in
order to satisfy federal and state withholding tax liability (a
"share withholding election"), provided, (i) the Administrative
Body, shall not have revoked its advance approval
-10- <PAGE>
of the holder's share withholding election and (ii) the share
withholding election is made on or prior to the date on which the
amount of withholding tax liability is determined (the "Tax
Date").
(b) A share withholding election shall be deemed made when
written notice of such election, signed by the holder, has been
delivered or transmitted by registered or certified mail to the
Secretary of the Company at its then principal office.
(c) If a holder has made a share withholding election pursuant
to this paragraph 12, the Company shall subtract from the number
of Shares deliverable to the holder on the date of exercise, the
number of Shares having an aggregate fair market value (as
determined in good faith by the Administrative Body) equal to the
amount of tax required to be withheld plus cash for any
fractional amount.
13. Amendment. The Board shall have full authority to amend,
modify, terminate or alter the Plan; provided, however, that no
amendment to the Plan shall, without the consent of the holder of
an existing option, materially and adversely affect his rights
under such option.
14. Termination. Unless the Plan shall theretofore have been
terminated as hereinafter provided, the Plan shall terminate on
April 30, 2000 and no options under the Plan shall thereafter be
granted, provided, however, the Board at any time may, in its
sole discretion, terminate the Plan prior to the foregoing date.
No termination of the Plan shall, without the consent of the
holder of an existing option, materially and adversely affect his
rights under such option.
-11-<PAGE>
EXHIBIT 10.4
-12-<PAGE>
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") made as of the 30th
day of June, 1995 by and between SYMBOL TECHNOLOGIES, INC., a
Delaware corporation (the "Corporation"), and FREDERIC P. HEIMAN,
(the "Executive").
W I T N E S S E T H
WHEREAS, the Executive and the Corporation are parties to
an employment agreement, dated as of July 1, 1990, (the "Prior
Employment Agreement"), setting forth the terms and conditions of
the Executive's employment by the Corporation; and
WHEREAS, the term of employment under the prior Employment
Agreement expires on June 30, 1995; and
WHEREAS, the Corporation desires to continue to employ the
Executive and the Executive desires to continue to be employed by
the Corporation in the manner and on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of
the mutual and dependent agreements and covenants herein set
forth, the parties hereto agree as follows:
1.EMPLOYMENT
The Corporation hereby agrees to employ the Executive and
the Executive hereby agrees to accept such employment and to
render services to the Corporation and its subsidiaries,
divisions and affiliates for the period and on the terms and
conditions set forth in this Agreement.
2.TERM
The Executive's employment under this Agreement shall be
for a term of four (4) years, commencing as of July 1, 1995 and
ending on June 30, 1999; provided, however, that the term of the
Executive's actual employment hereunder shall at all times be
subject to earlier termination in accordance with the provisions
of Section 12 hereof.
3.DUTIES
(a)(1)So long as the Executive's employment under this
Agreement shall continue on a full-time basis, pursuant to the
provisions hereof, the Executive shall, subject to periods of
illness, vacation and other excused absences, devote his entire
business time, attention, and energies to the affairs of the
Corporation and its subsidiaries, divisions and affiliates, use
his best efforts to promote its and their best interests and
perform such executive duties as may be assigned to him by the
Chief Operating Officer of the Corporation during the period when
he serves as General Manager of the Corporation's Network Systems
Organization ("NSO") and by the Chief Executive Officer and/or
-13-<PAGE>
the Chief Operating Officer thereafter; provided, however, that
such executive duties shall be consistent with and shall
generally be of the nature of the services ordinarily and
customarily performed by a senior executive officer.
(2)In accordance with the provisions hereof, when
either (i) the Executive elects to become a part time employee of
the Corporation, or (ii) the Executive ceases to function as the
General Manager of NSO, the Executive shall be responsible for
performing those executive-level duties and responsibilities that
may be assigned to him from time to time by the Chief Executive
Officer and/or Chief Operating Officer. Such duties shall
include, but not be limited to, assisting his replacement as
General Manager of the Corporation's Network Systems Organization
until that individual becomes acclimated to the position as
requested by the Chief Operating Officer, serving as advisor to
the Chief Executive Officer; assisting, when requested by either
the Chief Executive Officer or Chief Operating Officer, in key
sales and marketing activities, strategic alliances and new
product development. It is understood that while the Executive
may remain an officer of the Corporation, the Executive may cease
being an "executive officer" when he elects to become a part time
employee.
(3) It is contemplated that during the term of this
Agreement, the Executive will transition from a full time
executive officer of the Corporation to a part time employee
performing consulting services. From the date hereof until July
31, 1996, the Executive shall remain a full-time employee of the
Corporation. During the thirty day period commencing May 1, 1996
and each May 1 thereafter, the Executive shall have the right to
elect to reduce his work contribution to the Corporation by a
factor of 25% (but in no event less than 50% of his business
time, attention and energy), effective on the next August 1st.
Accordingly, if the Executive so elects, he will be required to
devote only 75% of his business time, attention and energy to the
Corporation effective August 1, 1996 and if he continues to elect
to reduce his commitment, he would be required to devote 50% of
such time, effective August 1, 1997, for the remainder of the
term of this Agreement.
(b) In the event the Executive elects to become a part
time employee, he shall arrange, with the consent of the Chief
Executive Officer, his work schedule so that his other activities
(which may include profit making activities so long as they do
not conflict with the provisions of Section 10 hereof) do not
interfere with or take precedence over the performance of his
responsibilities and duties to the Corporation hereunder.
(c)So long as the Executive's employment under this
Agreement shall continue, the Executive shall, if elected or
appointed, serve as an officer and, at his option, a director of
the Corporation and of any subsidiary, division or affiliate of
the Corporation and shall hold, without any compensation other
than that provided for in this Agreement, the offices in the
Corporation and in any such subsidiary, division or affiliate to
which he may, at any time or from time to time, be elected or
appointed. If the Executive serves on the Corporation's Board of
-14-<PAGE>
Directors during the term hereof, the Executive shall not be
entitled to receive any fees (other than reimbursement of
covered expenses) that are provided by the Corporation to its
outside Directors, as it is contemplated that the compensation
provided to Executive, pursuant to Section 4 hereof, is designed
to compensate Executive for all services he may render to the
Corporation.
(d)The Executive shall be eligible to take, in addition to
holidays recognized by the Corporation, six (6) weeks per annum
of vacation, provided, however, that the number of vacation days
shall be proportionately reduced in the event the Executive
elects to become a part time employee of the Corporation.
4.COMPENSATION
(a)The Corporation hereby agrees to pay to the Executive,
and the Executive hereby agrees to accept, as compensation for
services rendered under this Agreement, a base salary at the rate
of three hundred seventy-five thousand Dollars ($375,000) per
annum for the period ending December 31, 1995 payable at such
intervals as the Corporation customarily pays the salaries of its
executive officers. Effective January 1, 1996 and each January
1st thereafter, the Executive and the Corporation shall
negotiate, in good faith, with respect to increasing said base
salary for an additional one year period in an amount mutually
satisfactory to the Corporation and the Executive. In the event
the Executive elects to become a part time employee, his then
base salary will be proportionately reduced during the period he
is a part time employee.
(b)(1)In addition to the base salary provided for in
subsection 4(a) above, the Executive shall participate (so long
as he is an executive officer) in the Corporation's Executive
Bonus Plan and thereby be entitled to receive an annual bonus for
each fiscal year during the term of this Agreement in the amounts
determined pursuant to such plan. The target amount of the
Executive's bonus under said plan shall be 55% of his base salary
actually earned in each fiscal year. Payment of the bonus
provided herein shall be paid to the Executive no later than
ninety (90) days after the completion of each fiscal year.
(2) In addition to the base salary provided for in
subsection 4(a) above, the Executive shall participate (if he is
no longer an executive officer and is not participating in the
Executive Bonus Plan), in the Corporation's profit sharing bonus
plan for non-executive officers and thereby be entitled to
receive an annual bonus in the amount determined pursuant to such
plan. The target amount of the Executive's bonus under said plan
shall be 55% of his base salary actually earned in each fiscal
year. Payment of the bonus provided herein shall be paid to the
Executive no later than ninety (90) days after the completion of
each fiscal year.
(c)During the term of this Agreement, so long as the
Executive is a full time employee, the Executive shall continue
to participate in the Corporation's Executive Retirement Plan.
The Executive acknowledges that he has previously been provided
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with a copy of said plan. If the Executive becomes a part time
employee, he shall no longer participate in said plan, however,
he shall retain his then vested rights in the Executive
Retirement Plan.
(d)In addition to the foregoing, it is hereby agreed that
the Corporation shall, at its sole expense, provide and the
Executive shall be entitled to receive, during his employment
hereunder, the employee fringe benefits provided by the
Corporation, from time to time, to its executive officers,
including, but not limited to, benefits relating to life, medical
and disability insurance, and participation in the Corporation's
Section 401(k) Plan; provided, however, that as used in this
Agreement, the term "employee fringe benefits" shall not include
any salary or other bonus plan, except as set forth in this
Agreement.
(e)In the event the Executive's employment with the
Corporation is terminated as provided in Section 12 hereof (other
than cause as hereinafter defined), the Corporation shall, to the
extent that the Executive's continued participation is possible
under the general terms and provisions of such plans and
programs, if and to the extent requested by the Executive,
continue to indefinitely provide the Executive, at the
Executive's sole expense with all of the employee fringe benefits
he was entitled to receive immediately prior to the termination
of his Employment, including but not limited to health, life and
disability insurance and use of the automobile referred to in
section 5.
5.AUTOMOBILE
During the period of the Executive's Employment under this
Agreement, the Corporation shall make available to the Executive
the use of an automobile, with a lease allotment of up to $1,000
per month as well as paying the insurance expenses associated
with such automobile. The Corporation will also reimburse the
Executive for gasoline and maintenance expenses associated with
such automobile.
6.EXPENSES; OPTIONS
(a)The Corporation shall pay or reimburse the Executive
for all reasonable travel and other expenses incurred or paid by
him in connection with the performance of his duties under this
Agreement, upon presentation to the Corporation of expense
statements or vouchers and such other supporting documentation as
it may, from time to time, reasonably require; provided, however,
that the maximum amount available for such expenses may, at any
time or from time to time, be fixed in advance by the Board of
Directors of the Corporation.
(b)All outstanding options to purchase shares of Common
Stock of the Corporation now held by the Executive or hereafter
awarded to the Executive during the term of this Agreement shall
vest regardless of any conditions precedent to the vesting of
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such options (such as the passage of time) if and when there is a
"change in control of the Corporation" as hereafter defined. As
used in this Agreement, a "change in control of the Corporation"
shall mean a change in control of a nature that would be required
to be reported in response to Item 1 of Form 8-K promulgated
under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"); provided, that, without limitation, such a
change in control shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Corporation or any "person" who on
the date hereof is a director or officer of the Corporation, is
or becomes the "beneficial owner", (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of
the Corporation representing 25% or more of the combined voting
power of the Corporation's then outstanding securities and the
Corporation's Board of Directors, after having been advised that
such ownership level has been reached, does not, within fifteen
(15) business days, adopt a resolution approving the acquisition
of that level of securities ownership by such person; or (ii)
during any period of two consecutive years during the term of
this Agreement, individuals who at the beginning of such period
constitute the Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election of
each director who was not a director at the beginning of such
period has been approved in advance by directors representing at
least two-thirds of the directors then in office who were
directors at the beginning of the period.
(c)Notwithstanding the then-current state of the
Corporation's By-Laws, the Executive shall be entitled at all
times to the benefit of the maximum indemnification and
advancement of expenses available from time to time under the
laws of the State of Delaware.
(d)The Corporation and/or any of its subsidiaries,
divisions or affiliates may, from time to time, apply for and
obtain, for its or their benefit and at its or their sole
expense, key man life, health, accident, disability, or other
insurance upon the Executive, in any amounts that it or they may
deem necessary or desirable to protect its or their respective
interests, and the Executive agrees to cooperate with and assist
the Corporation or such subsidiary, division or affiliate in
obtaining any and all such insurance by submitting to all
reasonable medical examinations, if any, and by filling out,
executing, and delivering any and all such applications and other
instrument as may reasonably be necessary.
7.INVENTIONS
(a)The Executive agrees to and hereby does assign to the
Corporation or any subsidiary, affiliate or division of the
Corporation designated by the Corporation, all his right, title
and interest throughout the world in and to all ideas, methods,
developments, products, inventions, processes, improvements,
modifications, techniques, designs and/or concepts relating
directly or indirectly to the business of the Corporation, its
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subsidiaries, affiliates or divisions, whether patentable or
unpatentable, which the Executive may conceive and/or develop
during his employment by the Corporation (whether pursuant to
this Agreement or otherwise) or which the Executive may conceive
and/or develop during a twenty-four (24) month period following
the termination of his employment if such concept and/or
development during such twenty-four (24) month period is a direct
result of the Executive's activities while employed by the
Corporation, whether or not conceived and/or developed at the
request of the Corporation or any subsidiary, affiliate or
division (the "Inventions"); provided, however, that if the
Corporation or such subsidiary, affiliate or division determine
that it will not use any such Invention or that it will
license or transfer any such Invention to an unaffiliated third
party, then it will negotiate in good faith with the Executive,
if the Executive so requests, with respect to a transfer or
license of such Invention to the Executive.
(b)The Executive further agrees to promptly communicate
and disclose to the Corporation any and all such Inventions as
well as any other knowledge or information which he may possess
or obtain relating to any such Inventions.
(c)In furtherance of the foregoing, the Executive agrees
that at the request of the Corporation, and at its expense, he
will make or cooperate in making of applications for letters
patent of the United States or elsewhere and will execute such
other agreements, documents or instruments which the Corporation
may reasonably consider necessary to transfer to and vest in the
Corporation or any subsidiary, affiliate or division, all right,
title and interest in any such Inventions, and all applications
for any letters patent issued in respect of any of the foregoing.
(d)The Executive shall assist, upon request, in locating
writings and other physical evidence of the making of the
Inventions and provide unrecorded information relating to them
and give testimony in any proceeding in which any of the
Inventions or any application or patent directed thereto may be
involved, provided that reasonable compensation shall be paid the
Executive for such services and the Executive shall be reimbursed
for any expenses incurred by him in connection therewith, except
that during such period of time as the Executive is employed by
the Corporation, the Corporation shall not be obligated to
compensate the Executive at a higher rate for the giving of
testimony than the rate established by law for the compensation
of witnesses in the court or tribunal where the testimony is
given or in the district where the testimony is taken. The
Corporation shall give the Executive reasonable notice should it
require such services, and, to the extent reasonably feasible,
the Corporation shall use its best efforts to request such
assistance at times and places as will least interfere with any
other employment of the Executive.
(e)At the expense of the Corporation, the Executive shall
assign to the Corporation all his interest in copyrightable
material which he produces, composes, or writes, individually or
in collaboration with others, which arises out of work performed
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by him on behalf of the Corporation, and shall sign all papers
and do all other acts necessary to assist the Corporation to
obtain copyrights on such material in any and all jurisdictions.
8.CONFIDENTIAL INFORMATION
The Executive hereby acknowledges that, in the course of
his employment by the Corporation, he will have access to secret
and confidential information which relates to or affects all
aspects of the business and affairs of the Corporation and its
subsidiaries, affiliates and divisions, and which are not
available to the general public ("Confidential Information").
Without limiting the generality of the foregoing, Confidential
Information shall include information relating to inventions
(including, without limitation, Inventions), developments,
specifications, technical and engineering data, information
concerning the filing or pendency of patent applications,
business ideas, trade secrets, products under development,
production methods and processes, sources of supply, marketing
plans, and the names of customers or prospective customers or of
persons who have or shall have traded or dealt with the
Corporation. Accordingly, the Executive agrees that he will not,
at any time, without the express written consent of the
Corporation, directly or indirectly, disclose or furnish, or
negligently permit to be disclosed or furnished, any Confidential
Information to any person, firm, corporation or other entity
except in performance of his duties hereunder.
9.CONFIDENTIAL MATERIALS
The Executive hereby acknowledges and agrees that any and
all models, prototypes, notes, memoranda, notebooks, drawings,
records, plans, documents or other material in physical form
which contain or embody Confidential Information and/or
information relating to Inventions and/or information relating to
the business and affairs of the Corporation, its subsidiaries,
affiliates and divisions and/or the substance thereof, whether
created or prepared by the Executive or by others ("Confidential
Materials"), which are in the Executive's possession or under his
control, are the sole property of the Corporation. Accordingly,
the Executive hereby agrees that, upon the termination of his
employment with the Corporation, whether pursuant to this
Agreement or otherwise, or at the Corporation's earlier request,
the Executive shall return to the Corporation all Confidential
Materials and all copies thereof in his possession or under his
control and shall not retain any copies of Confidential
Materials.
10.NON-COMPETITION
(a)The Executive agrees that he shall not, so long as he
shall be employed by the Corporation in any capacity (whether
pursuant to this Agreement or otherwise), without the express
written consent of the Corporation, directly or indirectly, own,
manage, operate, control or participate in the ownership,
management, operation or control or be employed by or connected
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in any manner with, any business which is or may be in
competition, directly or indirectly, with the business of the
Corporation or any subsidiary, affiliate or division of the
Corporation.
(b)If the Executive's employment is terminated pursuant to
Section 12(a)(i) or (iii), the Executive agrees that for a period
of twenty-four (24) months, commencing on the effective date of
the termination of his employment, he shall not, without the
express written consent of the Corporation, directly or
indirectly, own, manage, operate control or participate in the
ownership, management, operation or control, or be employed by or
connected in any manner with, any business, firm or corporation
which is engaged in any business activity competitive with the
business of the Corporation and its subsidiaries, affiliates and
divisions as such business is conducted during the period of his
employment by the Corporation (whether pursuant to this Agreement
or otherwise) and at the termination thereof.
(c)If the Executive's employment is terminated pursuant to
Section 12(a)(iv) or (a)(v), then the Executive agrees that for a
period of twenty-four (24) months, commencing after the effective
date of the termination of his employment, he shall not, without
the express written consent of the Corporation, directly or
indirectly, own, manage, operate, control or participate in the
ownership, management, operation or control, or be employed by or
connected in any manner with any business, firm or corporation
which is listed as a competitor of
the Corporation in the Corporation's latest Annual Report on Form
10-K filed with the Securities and Exchange Commission prior to
the date of termination of his employment.
(d)Anything to the contrary herein notwithstanding, the
provisions of this section shall not be deemed violated by the
purchase and/or ownership by the Executive of shares of any class
of equity securities (or options, warrants or rights to acquire
such securities, or any securities convertible into such
securities) representing (together with any securities which
would be acquired upon the exercise of any such options, warrants
or rights or upon the conversion of any other security
convertible into such securities) the lesser of (i) 1% or less of
the outstanding shares of any such class of equity securities of
any issuer whose securities are listed on a national securities
exchange or traded on NASDAQ, the National Quotation Bureau
Incorporated or any similar organization or (ii) securities
having a market value of less than $100,000; provided, however,
that the Executive shall not be otherwise connected with or
active in the business of the issuers described in this
subsection 10(d).
11.REMEDY FOR BREACH
The Executive hereby acknowledges that in the event of any
breach or threatened breach by him of any of the provisions of
sections 7, 8, 9 or 10 of this Agreement, the Corporation would
have no adequate remedy at law and could suffer substantial and
irreparable damage. Accordingly, the Executive hereby agrees
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that, in such event, the Corporation shall be entitled, without
the necessity of proving damages, and notwithstanding any
election by the Corporation to claim damages, to obtain a
temporary and/or permanent injunction to restrain any such breach
or threatened breach or to obtain specific performance of any of
such provisions, all without prejudice to any and all other
remedies which the Corporation may have at law or in equity.
12.TERMINATION
(a)This Agreement and the employment of the Executive by
the Corporation shall terminate upon the earliest of the dates
specified below:
(i)the close of business on the date as of which the term
of the Executive's employment hereunder has terminated as
provided in Section 2 hereof; provided, however, that such term
is not extended by any other agreement between the Executive and
the Corporation; or
(ii)the close of business on the date of death of the
Executive; or
(iii)the close of business on the effective date of the
voluntary termination by the Executive of his employment with the
Corporation; or
(iv)the close of business on the day following the date on
which the Corporation provides the Executive with written notice
of election of its Board of Directors to terminate his employment
for "cause" (as defined in subsection 12(b)(1) below); or
(v)the close of business on the last day of the month
within which the Board of Directors of the Corporation elects to
terminate the Executive's employment following and as a result of
the inability of the Executive, by reason of physical or mental
disability, for six (6) months within any twelve (12) month
period during the term of this Agreement, to render services of
the character contemplated by this Agreement.
(b)(1)For purposes of this Agreement, the term "cause"
shall mean a determination made in good faith by vote of a
majority of the members of the Board of Directors of the
Corporation then holding office (other than the Executive if he
shall then be a director) that one of the following conditions
exists or one of the following events has occurred;
(i)conviction of the Executive for a felony offense; or
(ii)the refusal by the Executive to perform such service
as may reasonably be delegated or assigned to him, consistent
with his position, by the Chief Executive Officer of the
Corporation; willful misconduct or gross negligence on his part
in connection with the performance of such duties.
13.NO CONFLICTING AGREEMENTS
In order to induce the Corporation to enter into this
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Agreement and to employ the Executive on the terms and conditions
set forth herein, the Executive hereby represents and warrants
that he is not a party to or bound by any agreement, arrangement
or understanding, written or otherwise, which prohibits or in any
manner restricts his ability to enter into and fulfill his
obligations under this Agreement, to be employed by and serve as
an executive of the Corporation.
14.MISCELLANEOUS
(a)This Agreement shall become effective as of the date
hereof and, from and after that time, shall extend to and be
binding upon the Executive, his personal representative or
representatives and testate or intestate distributees, and upon
the Corporation, its successors and assigns; and the term
Corporation, as used herein, shall include successors and
assigns.
(b)Nothing contained in this Agreement shall be deemed to
involve the creation by the Corporation of a trust for the
benefit of, or the establishment by the Corporation of any other
form of fiduciary relationship with the Executive, his
beneficiaries or any of their respective legal representatives or
distributees. To the extent that any person shall acquire the
right to receive any payments from the Corporation hereunder,
such right shall be no greater than the right of any unsecured
general creditor of the Corporation.
(c)Any notice required or permitted by this Agreement
shall be given by registered or certified mail, return receipt
requested, addressed to the Corporation at its then principal
office or to the Executive at his residence address, or to either
party at such other address or addresses as it or he may from
time to time specify for the purpose in a notice similarly given
to the other party.
(d)This Agreement shall be construed and enforced in
accordance with the laws of the State of New York. Any dispute
or controversy arising under or in connection with this Agreement
shall be settled exclusively by binding arbitration in Suffolk
County of the State of New York and shall proceed under the rules
then prevailing of the American Arbitration Association (AAA).
The dispute shall be referred to a single arbitrator if such
arbitration is mutually agreeable to the parties within twenty
(20) days of the demand for arbitration, otherwise to a single
arbitrator appointed by the AAA upon application by either party.
Any award determined by an arbitrator must be in accordance with
the terms of this Agreement and shall be final and binding upon
the parties. Judgment upon any award made in such arbitration
may be entered and enforced in any court of competent
jurisdiction. The Corporation and the Executive waive any right
of appeal with respect to any judgment entered on an arbitrator's
award in any court having jurisdiction. In the event that it is
necessary for any party hereto incur legal expenses in defending
its or his rights hereunder, the losing party shall reimburse the
winning party for all reasonable legal fees and expenses incurred
by him or it as a result thereof.
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(e)Except as stated otherwise herein, this instrument
contains the entire agreement of the parties relating to the
subject matter hereof, and there are no agreements,
representations or warranties not herein set forth. No
modification of this Agreement shall be
valid unless in writing and signed by the Corporation and the
Executive. A waiver of the breach of any term or condition of
this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition.
(f)If any provision of this Agreement shall be held
invalid, such invalidity shall not affect any other provisions of
this Agreement not held so invalid, and all other such provisions
shall remain in full force and effect to the full extent
consistent with the law.
IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Agreement as of the day and year first above
written.
SYMBOL TECHNOLOGIES, INC.
By: s/Jerome Swartz
ATTEST:EXECUTIVE
s/Leonard H. Goldners/Frederic P. Heiman
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EXHIBIT 10.5
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") made as of the 16th
day of October, 1995 by and between SYMBOL TECHNOLOGIES, INC., a
Delaware corporation (the "Corporation"), and Tomo Razmilovic,
(the "Executive").
W I T N E S S E T H
WHEREAS, the Executive and the Corporation and its
wholly-owned subsidiary, Symbol Technologies Limited (the
"Subsidiary") are parties to employment agreements, dated as of
June 1, 1993, (the "Prior Employment Agreements"), setting forth
the terms and conditions of the Executive's employment by the
Corporation and the Subsidiary; and
WHEREAS, the term of employment under the prior Employment
Agreement expires on December 31, 1995 and provide for the
Executive's employment in a different position than that
contemplated by the Agreement; and
WHEREAS, the Corporation desires to continue to employ the
Executive and the Executive desires to continue to be employed by
the Corporation in the manner and on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of
the mutual and dependent agreements and covenants herein set
forth, the parties hereto agree as follows:
1.EMPLOYMENT
The Corporation hereby agrees to employ the Executive as
its President and Chief Operating Officer headquartered at the
Corporation's Long Island facilities and the Executive hereby
agrees to accept such employment and to render services to the
Corporation and its subsidiaries, divisions and affiliates for
the period and on the terms and conditions set forth in this
Agreement. The Corporation hereby agrees to use its best
efforts, undertaken in good faith, to ensure that the Executive
shall be nominated by the Board of Directors of the Corporation
and elected by the shareholders of the Corporation as a director
of the Corporation, and that he shall remain a director of the
Corporation during the period of his employment under this
Agreement; provided, however, that, in the event that the
Executive is not so nominated and elected at any time during his
employment under this Agreement, such fact in and of itself shall
not serve to accelerate, decrease, increase or otherwise enlarge
or change the benefits to which the Executive shall be entitled
under this Agreement.
2.TERM
The Executive's employment under this Agreement shall be
for a term of five (5) years, commencing as of the date hereof
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and ending on December 31, 2000; provided, however, that the term
of the Executive's actual employment hereunder shall at all times
be subject to earlier termination in accordance with the
provisions of Section 12 hereof.
3.DUTIES
(a)So long as the Executive's employment under this
Agreement shall continue, pursuant to the provisions hereof, the
Executive shall, subject to periods of illness, vacation and
other excused absences, devote his entire business time,
attention, and energies to the affairs of the Corporation and its
subsidiaries, divisions and affiliates, use his best efforts to
promote its and their best interests and perform such executive
duties as may be reasonably assigned to him by the Chief
Executive Officer of the Corporation; provided, however, that
such executive duties shall be consistent with and shall
generally be of the nature of the services ordinarily and
customarily performed by a Chief Operating Officer.
(b)So long as the Executive's employment under this
Agreement shall continue, the Executive shall, if elected or
appointed, serve as an executive officer and/or a director of the
Corporation and of any subsidiary, division or affiliate of the
Corporation and shall hold, without any compensation other than
that provided for in this Agreement, the offices in the
Corporation and in any such subsidiary, division or affiliate to
which he may, at any time or from time to time, be elected or
appointed. If the Executive serves on the Corporation's Board of
Directors during the term hereof, the Executive shall not be
entitled to receive any fees (other than reimbursement of
covered expenses) that are provided by the Corporation to its
outside Directors, as it is contemplated that the compensation
provided to Executive, pursuant to Section 4 hereof, is designed
to compensate Executive for all services he may render to the
Corporation.
(c)The Executive shall be eligible to take, in addition to
holidays recognized by the Corporation, four (4) weeks per annum
of vacation.
4.COMPENSATION
(a)The Corporation hereby agrees to pay to the Executive,
and the Executive hereby agrees to accept, as compensation for
services rendered under this Agreement, a base salary at the rate
of four hundred thirty-seven thousand five hundred Dollars
($437,500) per annum for the period ending December 31, 1996
payable at such intervals as the Corporation customarily pays the
salaries of its executive officers. Effective January 1, 1997
and each January 1st thereafter, the Executive and the
Corporation shall negotiate, in good faith, with respect to
increasing said base salary for additional one year period in an
amount mutually satisfactory to the Corporation and the
Executive.
(b)In addition to the base salary provided for in
subsection 4(a) above, the Executive shall participate in the
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Corporation's Executive Bonus Plan and thereby be entitled to
receive an annual bonus for each fiscal year during the term of
this Agreement in the amounts determined pursuant to such plan.
The target amount of the Executive's bonus under said plan shall
be 55% of his base salary actually earned for 1995 prior to the
date hereof and 75% of his base salary actually earned
thereafter. Payment of the bonus provided herein shall be paid
to the Executive no later than ninety (90) days after the
completion of each fiscal year.
(c)During the term of this Agreement, the Executive shall
participate in the Corporation's Executive Retirement Plan.
(d)In addition to the foregoing, it is hereby agreed that
the Corporation shall, at its sole expense, provide and the
Executive shall be entitled to receive, during his employment
hereunder, the employee fringe benefits provided by the
Corporation, from time to time, to its executive officers
including, but not limited to, benefits relating to life, medical
and disability insurance (to be provided by either the
Corporation or its United Kingdom subsidiary), and participation
in the Corporation's Section 401(k) Plan; provided, however, that
as used in this Agreement, the term "employee fringe benefits"
shall not include any salary or other bonus plan, except as set
forth in this Agreement.
(e)In the event the Executive's employment with the
Corporation is terminated as provided in Section 12 hereof (other
than cause as hereinafter defined), the Corporation shall, to the
extent that the Executive's continued participation is possible
under the general terms and provisions of such plans and
programs, if and to the extent requested by the Executive,
continue to indefinitely provide the Executive, at the
Executive's sole expense with all of the employee fringe benefits
he was entitled to receive immediately prior to the termination
of his Employment, including but not limited to health, life and
disability insurance and use of the automobile referred to in
section 5. This subsection shall not affect the benefits to be
provided to the Executive at the Corporation's expense as
provided in subsections 12(c) and 12(d).
5.AUTOMOBILE
During the period of the Executive's employment under this
Agreement, the Corporation shall make available to the Executive
the use of an automobile (for personal and business use) with a
lease allotment equal to the cost of a BMW 750I as well as paying
the insurance expenses associated with such automobile. The
Corporation will also reimburse the Executive for gasoline and
maintenance expenses associated with such automobile.
6.EXPENSES; OPTIONS
(a)The Corporation shall pay or reimburse the Executive
for all reasonable travel and other expenses incurred or paid by
him in connection with the performance of his duties under this
Agreement, upon presentation to the Corporation of expense
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statements or vouchers and such other supporting documentation as
it may, from time to time, reasonably require; provided, however,
that the maximum amount available for such expenses may, at any
time or from time to time, be fixed in advance by the Board of
Directors of the Corporation.
(b)All outstanding options to purchase shares of Common
Stock of the Corporation now held by the Executive or hereafter
awarded to the Executive during the term of this Agreement shall
vest regardless of any conditions precedent to the vesting of
such options (such as the passage of time) if and when there is a
"change in control of the Corporation" as hereafter defined. As
used in this Agreement, a "change in control of the Corporation"
shall mean a change in control of a nature that would be required
to be reported in response to Item 1 of Form 8-K promulgated
under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"); provided, that, without limitation, such a
change in control shall be deemed to have occurred if (I) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Corporation or any "person" who on
the date hereof is a director or officer of the Corporation, is
or becomes the "beneficial owner", (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of
the Corporation representing 25% or more of the combined voting
power of the Corporation's then outstanding securities and the
Corporation's Board of Directors, after having been advised that
such ownership level has been reached, does not, within fifteen
(15) business days, adopt a resolution approving the acquisition
of that level of securities ownership by such person; or (ii)
during any period of two consecutive years during the term of
this Agreement, individuals who at the beginning of such period
constitute the Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election of
each director who was not a director at the beginning of such
period has been approved in advance by directors representing at
least two-thirds of the directors then in office who were
directors at the beginning of the period.
(c)Notwithstanding the then-current state of the
Corporation's By-Laws, the Executive shall be entitled at all
times to the benefit of the maximum indemnification and
advancement of expenses available from time to time under the
laws of the State of Delaware.
(d)The Corporation and/or any of its subsidiaries,
divisions or affiliates may, from time to time, apply for and
obtain, for its or their benefit and at its or their sole
expense, key man life, health, accident, disability, or other
insurance upon the Executive, in any amounts that it or they may
deem necessary or desirable to protect its or their respective
interests, and the Executive agrees to cooperate with and assist
the Corporation or such subsidiary, division or affiliate in
obtaining any and all such insurance by submitting to all
reasonable medical examinations, if any, and by filling out,
executing, and delivering any and all such applications and other
instrument as may reasonably be necessary.
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(e)The Corporation agrees, as promptly as practicable to
cause the award to the Executive by the Compensation/Stock Option
Committee of the Board of Directors of the Corporation stock
options issuable under the Corporation's 1991 Employee Stock
Option Plan to purchase 100,000 shares of the Corporation's
Common Stock. These options shall be at an exercise price equal
to the closing price of the Corporation's Common Stock on the
date of the award thereof. These options shall have a term of
ten years; 40% of these options shall vest two years after the
date of the award and 30% of these options shall vest in each of
the next two consecutive anniversaries thereafter.
7.INVENTIONS
(a)The Executive agrees to and hereby does assign to the
Corporation or any subsidiary, affiliate or division of the
Corporation designated by the Corporation, all his right, title
and interest throughout the world in and to all ideas, methods,
developments, products, inventions, processes, improvements,
modifications, techniques, designs and/or concepts relating
directly or indirectly to the business of the Corporation, its
subsidiaries, affiliates or divisions, whether patentable or
unpatentable, which the Executive may conceive and/or develop
during his employment by the Corporation (whether pursuant to
this Agreement or otherwise) or which the Executive may conceive
and/or develop during a twenty-four (24) month period following
the termination of his employment if such concept and/or
development during such twenty-four (24) month period is a direct
result of the Executive's activities while employed by the
Corporation, whether or not conceived and/or developed at the
request of the Corporation or any subsidiary, affiliate or
division (the "Inventions"); provided, however, that if the
Corporation or such subsidiary, affiliate or division determine
that it will not use any such Invention or that it will license
or transfer any such Invention to an unaffiliated third party,
then it will negotiate in good faith with the Executive, if the
Executive so requests, with respect to a transfer or license of
such Invention to the Executive.
(b)The Executive further agrees to promptly communicate
and disclose to the Corporation any and all such Inventions as
well as any other knowledge or information which he may possess
or obtain relating to any such Inventions.
(c)In furtherance of the foregoing, the Executive agrees
that at the request of the Corporation, and at its expense, he
will make or cooperate in making of applications for letters
patent of the United States or elsewhere and will execute such
other agreements, documents or instruments which the Corporation
may reasonably consider necessary to transfer to and vest in the
Corporation or any subsidiary, affiliate or division, all right,
title and interest in any such Inventions, and all applications
for any letters patent issued in respect of any of the foregoing.
(d)The Executive shall assist, upon request, in locating
writings and other physical evidence of the making of the
Inventions and provide unrecorded information relating to them
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and give testimony in any proceeding in which any of the
Inventions or any application or patent directed thereto may be
involved, provided that reasonable compensation shall be paid the
Executive for such services and the Executive shall be reimbursed
for any expenses incurred by him in connection therewith, except
that during such period of time as the Executive is employed by
the Corporation, the Corporation shall not be obligated to
compensate the Executive at a higher rate for the giving of
testimony than the rate established by law for the compensation
of witnesses in the court or tribunal where the testimony is
given or in the district where the testimony is taken. The
Corporation shall give the Executive reasonable notice should it
require such services, and, to the extent reasonably feasible,
the Corporation shall use its best efforts to request such
assistance at times and places as will least interfere with any
other employment of the Executive.
(e)At the expense of the Corporation, the Executive shall
assign to the Corporation all his interest in copyrightable
material which he produces, composes, or writes, individually or
in collaboration with others, which arises out of work performed
by him on behalf of the Corporation, and shall sign all papers
and do all other acts reasonably necessary to assist the
Corporation to obtain copyrights on such material in any and all
jurisdictions.
8.CONFIDENTIAL INFORMATION
The Executive hereby acknowledges that, in the course of
his employment by the Corporation, he will have access to secret
and confidential information which relates to or affects all
aspects of the business and affairs of the Corporation and its
subsidiaries, affiliates and divisions, and which are not
available to the general public ("Confidential Information").
Without limiting the generality of the foregoing, Confidential
Information shall include information relating to inventions
(including, without limitation, Inventions), developments,
specifications, technical and engineering data, information
concerning the filing or pendency of patent applications,
business ideas, trade secrets, products under development,
production methods and processes, sources of supply, marketing
plans, and the names of customers or prospective customers or of
persons who have or shall have traded or dealt with the
Corporation. Accordingly, the Executive agrees that he will not,
at any time, without the express written consent of the
Corporation, directly or indirectly, disclose or furnish, or
negligently permit to be disclosed or furnished, any Confidential
Information to any person, firm, corporation or other entity
except in performance of his duties hereunder.
9.CONFIDENTIAL MATERIALS
The Executive hereby acknowledges and agrees that any and
all models, prototypes, notes, memoranda, notebooks, drawings,
records, plans, documents or other material in physical form
which contain or embody Confidential Information and/or
information relating to Inventions and/or information relating to
the business and affairs of the Corporation, its subsidiaries,
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affiliates and divisions and/or the substance thereof, whether
created or prepared by the Executive or by others ("Confidential
Materials"), which are in the Executive's possession or under his
control, are the sole property of the Corporation. Accordingly,
the Executive hereby agrees that, upon the termination of his
employment with the Corporation, whether pursuant to this
Agreement or otherwise, or at the Corporation's earlier request,
the Executive shall return to the Corporation all Confidential
Materials and all copies thereof in his possession or under his
control and shall not retain any copies of Confidential
Materials.
10.NON-COMPETITION
(a)The Executive agrees that he shall not, so long as he
shall be employed by the Corporation in any capacity (whether
pursuant to this Agreement or otherwise), without the express
written consent of the Corporation, directly or indirectly, own,
manage, operate, control or participate in the ownership,
management, operation or control or be employed by or connected
in any manner with, any business which is or may be in
competition, directly or indirectly, with the business of the
Corporation or any subsidiary, affiliate or division of the
Corporation.
(b)The Executive agrees that for a period of twelve (12)
months, commencing on the effective date of the termination of
his employment, whether such termination is pursuant to the terms
of this Agreement or otherwise, he shall not, without the express
written consent of the Corporation, directly or indirectly, own,
manage, operate control or participate in the ownership,
management, operation or control, or be employed by or connected
in any manner with, any business, firm or corporation which is
engaged in any business activity competitive with the business of
the Corporation and its subsidiaries, affiliates and divisions as
such business is conducted during the period of his employment by
the Corporation (whether pursuant to this Agreement or otherwise)
and at the termination thereof.
(c)The Executive agrees that for a period of twelve (12)
months, commencing twelve (12) months after the effective date of
the termination of his employment, whether such termination is
pursuant to the terms of this Agreement or otherwise, he shall
not, without the express written consent of the Corporation,
directly or indirectly, own, manage, operate, control or
participate in the ownership, management, operation or control,
or be employed by or connected in any manner with any business,
firm or corporation which is listed as a competitor of the
Corporation in the Corporation's latest Annual Report on Form
10-K filed with the Securities and Exchange Commission prior to
the date of termination of his employment.
(d)Anything to the contrary herein notwithstanding, the
provisions of this section shall not be deemed violated by the
purchase and/or ownership by the Executive of shares of any class
of equity securities (or options, warrants or rights to acquire
such securities, or any securities convertible into such
securities) representing (together with any securities which
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would be acquired upon the exercise of any such options, warrants
or rights or upon the conversion of any other security
convertible into such securities) the lesser of (i) 1% or less of
the outstanding shares of any such class of equity securities of
any issuer whose securities are listed on a national securities
exchange or traded on NASDAQ, the National Quotation Bureau
Incorporated or any similar organization or (ii) securities
having a market value of less than $100,000; provided, however,
that the Executive shall not be otherwise connected with or
active in the business of the issuers described in this
subsection 10(d).
11.REMEDY FOR BREACH
The Executive hereby acknowledges that in the event of any
material breach or threatened material breach by him of any of
the provisions of sections 7, 8, 9 or 10 of this Agreement, the
Corporation would have no adequate remedy at law and could suffer
substantial and irreparable damage. Accordingly, the Executive
hereby agrees that, in such event, the Corporation shall be
entitled, without the necessity of proving damages, and
notwithstanding any election by the Corporation to claim damages,
to obtain a temporary and/or permanent injunction to restrain any
such material breach or threatened material breach or to obtain
specific performance of any of such provisions, all without
prejudice to any and all other remedies which the Corporation may
have at law or in equity.
12.TERMINATION
(a)This Agreement and the employment of the Executive by
the Corporation shall terminate upon the earliest of the dates
specified below:
(i)the close of business on the date as of which the term
of the Executive's employment hereunder has terminated as
provided in Section 2 hereof; provided, however, that such term
is not extended by any other agreement between the Executive and
the Corporation; or
(ii)the close of business on the date of death of the
Executive; or
(iii)the close of business on the effective date of the
voluntary termination by the Executive of his employment with the
Corporation; or
(iv)the close of business on the day following the date on
which the Corporation provides the Executive with written notice
of election of its Board of Directors to terminate his employment
for "cause" (as defined in subsection 12(b)(1) below); or
(v)the close of business on the last day of the month
within which the Board of Directors of the Corporation elects to
terminate the Executive's employment following and as a result of
the inability of the Executive, by reason of physical or mental
disability, for six (6) months within any twelve (12) month
period during the term of this Agreement, to render services of
the character contemplated by this Agreement.
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(b)(1)For purposes of this Agreement, the term "cause"
shall mean a determination made in good faith by vote of a
majority of the members of the Board of Directors of the
Corporation then holding office (other than the Executive if he
shall then be a director) that one of the following conditions
exists or one of the following events has occurred;
(i)conviction of the Executive by a court of law for a
felony offense; or
(ii)the refusal (after receipt by him of prior written
notice from the Corporation) by the Executive to perform such
service as may reasonably be delegated or assigned to him,
consistent with his position, by the Chief Executive Officer of
the Corporation; willful misconduct or gross negligence on his
part in connection with the performance of such duties.
(c)In the event of the termination of the Executive's
employment (whether pursuant to this Agreement or otherwise) for
any reason (including the failure to extend the terms of this
Agreement) other than due to (i) his death or disability as
provided in subsection 12(a)(ii) or (v); (ii) his voluntary
termination of his employment with the Corporation pursuant to
subsection 12(a)(iii); or (iii) his termination for cause as
provided in subsection 12(a)(iv), the Executive shall be paid at
the time of such termination (a) an amount equal to the annual
base salary and the bonus (as provided in subsection 4(b)) earned
by him during the last completed fiscal year immediately
preceding any such termination, and (b) in the event he has not
been a participant in the Executive Retirement Plan for at least
five years of credited service, an amount equal to the amounts
paid or payable by the Corporation to the trust related to such
plan during the period from the date hereof through the date of
the termination of his employment, which payment shall be made in
a lump sum within ninety (90) days of the date of his termination
of employment, and (c) the Corporation shall, to the extent that
the Executive's continued participation is possible under the
general terms and provisions of such plans and programs, continue
to provide the Executive, at the Corporation's sole expense, for
one year after the termination of his Employment, with all of the
employee fringe benefits he was entitled to receive immediately
prior to the termination of his Employment including but not
limited to life, health, and disability insurance and the use of
the automobile referred to in Section 5, provided, however, he
will not be credited for this period with an additional year of
service under the Executive Retirement Plan referred to in
subsection 4(c). The Executive shall not be required to mitigate
the amount of any payments provided for in this subsection 12(c)
by seeking other employment.
(d) In the event of the termination of the Executive's
employment prior to October 15, 1998 for any reason other than
due to (i) his death or disability as provided in subsection
12(a)(ii) or (v); (ii) his voluntary termination of his
employment with the Corporation pursuant to subsection
12(a)(iii); or (iii) his termination for cause as provided in
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subsection 12(a)(iv), the Executive shall be paid, in addition to
the payments provided in subsection 12(c), one year after the
date of such termination an amount equal to his annual base
salary immediately preceding any such termination and his target
bonus and; to the extent that the Executive's continued
participation is possible under the general terms and provisions
of such plans and programs, continue to provide the Executive, at
the Corporation's sole expense for an additional one year, all of
the employee fringe benefits referred to in paragraph 12(c). The
Executive shall not be required to mitigate the amount of any
payments provided for in this subsection 12(d) by seeking other
employment.
(e) All payments set forth in subsection 12(c) and 12(d)
are contingent upon the Executive first signing at the time of
termination the Corporation's standard waiver and release
agreement.
13.NO CONFLICTING AGREEMENTS
In order to induce the Corporation to enter into this
Agreement and to employ the Executive on the terms and conditions
set forth herein, the Executive hereby represents and warrants
that he is not a party to or bound by any agreement, arrangement
or understanding, written or otherwise, which prohibits or in any
manner restricts his ability to enter into and fulfill his
obligations under this Agreement, to be employed by and serve as
an executive of the Corporation. This Agreement supersedes the
Prior Employment Agreements in all respects.
14.MISCELLANEOUS
(a)This Agreement shall become effective as of the date
hereof and, from and after that time, shall extend to and be
binding upon the Executive, his personal representative or
representatives and testate or intestate distributees, and upon
the Corporation, its successors and assigns; and the term
Corporation, as used herein, shall include successors and
assigns.
(b)Nothing contained in this Agreement shall be deemed to
involve the creation by the Corporation of a trust for the
benefit of, or the establishment by the Corporation of any other
form of fiduciary relationship with the Executive, his
beneficiaries or any of their respective legal representatives or
distributees. To the extent that any person shall acquire the
right to receive any payments from the Corporation hereunder,
such right shall be no greater than the right of any unsecured
general creditor of the Corporation.
(c)Any notice required or permitted by this Agreement
shall be given by registered or certified mail, return receipt
requested, addressed to the Corporation at its then principal
office or to the Executive at his residence address, or to either
party at such other address or addresses as it or he may from
time to time specify for the purpose in a notice similarly given
to the other party.
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(d)This Agreement shall be construed and enforced in
accordance with the laws of the State of New York. Any dispute
or controversy arising under or in connection with this Agreement
shall be settled exclusively by binding arbitration in Suffolk
County of the State of New York and shall proceed under the rules
then prevailing of the American Arbitration Association (AAA).
The dispute shall be referred to a single arbitrator if such
arbitration is mutually agreeable to the parties within twenty
(20) days of the demand for arbitration, otherwise to a single
arbitrator appointed by the AAA upon application by either party.
Any award determined by an arbitrator must be in accordance with
the terms of this Agreement and shall be final and binding upon
the parties. Judgment upon any award made in such arbitration
may be entered and enforced in any court of competent
jurisdiction. The Corporation and the Executive waive any right
of appeal with respect to any judgment entered on an arbitrator's
award in any court having jurisdiction.
(e)Except as stated otherwise herein, this instrument
contains the entire agreement of the parties relating to the
subject matter hereof, and there are no agreements,
representations or warranties not herein set forth. No
modification of this Agreement shall be
valid unless in writing and signed by the Corporation and the
Executive. A waiver of the breach of any term or condition of
this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition.
(f)If any provision of this Agreement shall be held
invalid, such invalidity shall not affect any other provisions of
this Agreement not held so invalid, and all other such provisions
shall remain in full force and effect to the full extent
consistent with the law.
IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Agreement as of the day and year first above
written.
SYMBOL TECHNOLOGIES, INC.
By: s/Jerome Swartz
ATTEST: EXECUTIVE
s/Leonard H. Goldner s/Tomo Razmilovic
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EXHIBIT 10.6
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") made as of the 30th
day of June, 1995 by and between SYMBOL TECHNOLOGIES, INC., a
Delaware corporation (the "Corporation"), and FREDERIC P. HEIMAN,
(the "Executive").
W I T N E S S E T H
WHEREAS, the Executive and the Corporation are parties to
an employment agreement, dated as of July 1, 1990, (the "Prior
Employment Agreement"), setting forth the terms and conditions of
the Executive's employment by the Corporation; and
WHEREAS, the term of employment under the prior Employment
Agreement expires on June 30, 1995; and
WHEREAS, the Corporation desires to continue to employ the
Executive and the Executive desires to continue to be employed by
the Corporation in the manner and on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of
the mutual and dependent agreements and covenants herein set
forth, the parties hereto agree as follows:
1.EMPLOYMENT
The Corporation hereby agrees to employ the Executive and
the Executive hereby agrees to accept such employment and to
render services to the Corporation and its subsidiaries,
divisions and affiliates for the period and on the terms and
conditions set forth in this Agreement.
2.TERM
The Executive's employment under this Agreement shall be
for a term of four (4) years, commencing as of July 1, 1995 and
ending on June 30, 1999; provided, however, that the term of the
Executive's actual employment hereunder shall at all times be
subject to earlier termination in accordance with the provisions
of Section 12 hereof.
3.DUTIES
(a)(1)So long as the Executive's employment under this
Agreement shall continue on a full-time basis, pursuant to the
provisions hereof, the Executive shall, subject to periods of
illness, vacation and other excused absences, devote his entire
business time, attention, and energies to the affairs of the
Corporation and its subsidiaries, divisions and affiliates, use
his best efforts to promote its and their best interests and
perform such executive duties as may be assigned to him by the
Chief Operating Officer of the Corporation during the period when
he serves as General Manager of the Corporation's Network Systems
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Organization ("NSO") and by the Chief Executive Officer and/or
the Chief Operating Officer thereafter; provided, however, that
such executive duties shall be consistent with and shall
generally be of the nature of the services ordinarily and
customarily performed by a senior executive officer.
(2)In accordance with the provisions hereof, when
either (i) the Executive elects to become a part time employee of
the Corporation, or (ii) the Executive ceases to function as the
General Manager of NSO, the Executive shall be responsible for
performing those executive-level duties and responsibilities that
may be assigned to him from time to time by the Chief Executive
Officer and/or Chief Operating Officer. Such duties shall
include, but not be limited to, assisting his replacement as
General Manager of the Corporation's Network Systems Organization
until that individual becomes acclimated to the position as
requested by the Chief Operating Officer, serving as advisor to
the Chief Executive Officer; assisting, when requested by either
the Chief Executive Officer or Chief Operating Officer, in key
sales and marketing activities, strategic alliances and new
product development. It is understood that while the Executive
may remain an officer of the Corporation, the Executive may cease
being an "executive officer" when he elects to become a part time
employee.
(3) It is contemplated that during the term of this
Agreement, the Executive will transition from a full time
executive officer of the Corporation to a part time employee
performing consulting services. From the date hereof until July
31, 1996, the Executive shall remain a full-time employee of the
Corporation. During the thirty day period commencing May 1, 1996
and each May 1 thereafter, the Executive shall have the right to
elect to reduce his work contribution to the Corporation by a
factor of 25% (but in no event less than 50% of his business
time, attention and energy), effective on the next August 1st.
Accordingly, if the Executive so elects, he will be required to
devote only 75% of his business time, attention and energy to the
Corporation effective August 1, 1996 and if he continues to elect
to reduce his commitment, he would be required to devote 50% of
such time, effective August 1, 1997, for the remainder of the
term of this Agreement.
(b) In the event the Executive elects to become a part
time employee, he shall arrange, with the consent of the Chief
Executive Officer, his work schedule so that his other activities
(which may include profit making activities so long as they do
not conflict with the provisions of Section 10 hereof) do not
interfere with or take precedence over the performance of his
responsibilities and duties to the Corporation hereunder.
(c)So long as the Executive's employment under this
Agreement shall continue, the Executive shall, if elected or
appointed, serve as an officer and, at his option, a director of
the Corporation and of any subsidiary, division or affiliate of
the Corporation and shall hold, without any compensation other
than that provided for in this Agreement, the offices in the
Corporation and in any such subsidiary, division or affiliate to
which he may, at any time or from time to time, be elected or
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appointed. If the Executive serves on the Corporation's Board of
Directors during the term hereof, the Executive shall not be
entitled to receive any fees (other than reimbursement of
covered expenses) that are provided by the Corporation to its
outside Directors, as it is contemplated that the compensation
provided to Executive, pursuant to Section 4 hereof, is designed
to compensate Executive for all services he may render to the
Corporation.
(d)The Executive shall be eligible to take, in addition to
holidays recognized by the Corporation, six (6) weeks per annum
of vacation, provided, however, that the number of vacation days
shall be proportionately reduced in the event the Executive
elects to become a part time employee of the Corporation.
4.COMPENSATION
(a)The Corporation hereby agrees to pay to the Executive,
and the Executive hereby agrees to accept, as compensation for
services rendered under this Agreement, a base salary at the rate
of three hundred seventy-five thousand Dollars ($375,000) per
annum for the period ending December 31, 1995 payable at such
intervals as the Corporation customarily pays the salaries of its
executive officers. Effective January 1, 1996 and each January
1st thereafter, the Executive and the Corporation shall
negotiate, in good faith, with respect to increasing said base
salary for an additional one year period in an amount mutually
satisfactory to the Corporation and the Executive. In the event
the Executive elects to become a part time employee, his then
base salary will be proportionately reduced during the period he
is a part time employee.
(b)(1)In addition to the base salary provided for in
subsection 4(a) above, the Executive shall participate (so long
as he is an executive officer) in the Corporation's Executive
Bonus Plan and thereby be entitled to receive an annual bonus for
each fiscal year during the term of this Agreement in the amounts
determined pursuant to such plan. The target amount of the
Executive's bonus under said plan shall be 55% of his base salary
actually earned in each fiscal year. Payment of the bonus
provided herein shall be paid to the Executive no later than
ninety (90) days after the completion of each fiscal year.
(2) In addition to the base salary provided for in
subsection 4(a) above, the Executive shall participate (if he is
no longer an executive officer and is not participating in the
Executive Bonus Plan), in the Corporation's profit sharing bonus
plan for non-executive officers and thereby be entitled to
receive an annual bonus in the amount determined pursuant to such
plan. The target amount of the Executive's bonus under said plan
shall be 55% of his base salary actually earned in each fiscal
year. Payment of the bonus provided herein shall be paid to the
Executive no later than ninety (90) days after the completion of
each fiscal year.
(c)During the term of this Agreement, so long as the
Executive is a full time employee, the Executive shall continue
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to participate in the Corporation's Executive Retirement Plan.
The Executive acknowledges that he has previously been provided
with a copy of said plan. If the Executive becomes a part time
employee, he shall no longer participate in said plan, however,
he shall retain his then vested rights in the Executive
Retirement Plan.
(d)In addition to the foregoing, it is hereby agreed that
the Corporation shall, at its sole expense, provide and the
Executive shall be entitled to receive, during his employment
hereunder, the employee fringe benefits provided by the
Corporation, from time to time, to its executive officers,
including, but not limited to, benefits relating to life, medical
and disability insurance, and participation in the Corporation's
Section 401(k) Plan; provided, however, that as used in this
Agreement, the term "employee fringe benefits" shall not include
any salary or other bonus plan, except as set forth in this
Agreement.
(e)In the event the Executive's employment with the
Corporation is terminated as provided in Section 12 hereof (other
than cause as hereinafter defined), the Corporation shall, to the
extent that the Executive's continued participation is possible
under the general terms and provisions of such plans and
programs, if and to the extent requested by the Executive,
continue to indefinitely provide the Executive, at the
Executive's sole expense with all of the employee fringe benefits
he was entitled to receive immediately prior to the termination
of his Employment, including but not limited to health, life and
disability insurance and use of the automobile referred to in
section 5.
5.AUTOMOBILE
During the period of the Executive's Employment under this
Agreement, the Corporation shall make available to the Executive
the use of an automobile, with a lease allotment of up to $1,000
per month as well as paying the insurance expenses associated
with such automobile. The Corporation will also reimburse the
Executive for gasoline and maintenance expenses associated with
such automobile.
6.EXPENSES; OPTIONS
(a)The Corporation shall pay or reimburse the Executive
for all reasonable travel and other expenses incurred or paid by
him in connection with the performance of his duties under this
Agreement, upon presentation to the Corporation of expense
statements or vouchers and such other supporting documentation as
it may, from time to time, reasonably require; provided, however,
that the maximum amount available for such expenses may, at any
time or from time to time, be fixed in advance by the Board of
Directors of the Corporation.
(b)All outstanding options to purchase shares of Common
Stock of the Corporation now held by the Executive or hereafter
awarded to the Executive during the term of this Agreement shall
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vest regardless of any conditions precedent to the vesting of
such options (such as the passage of time) if and when there is a
"change in control of the Corporation" as hereafter defined. As
used in this Agreement, a "change in control of the Corporation"
shall mean a change in control of a nature that would be required
to be reported in response to Item 1 of Form 8-K promulgated
under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"); provided, that, without limitation, such a
change in control shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Corporation or any "person" who on
the date hereof is a director or officer of the Corporation, is
or becomes the "beneficial owner", (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of
the Corporation representing 25% or more of the combined voting
power of the Corporation's then outstanding securities and the
Corporation's Board of Directors, after having been advised that
such ownership level has been reached, does not, within fifteen
(15) business days, adopt a resolution approving the acquisition
of that level of securities ownership by such person; or (ii)
during any period of two consecutive years during the term of
this Agreement, individuals who at the beginning of such period
constitute the Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election of
each director who was not a director at the beginning of such
period has been approved in advance by directors representing at
least two-thirds of the directors then in office who were
directors at the beginning of the period.
(c)Notwithstanding the then-current state of the
Corporation's By-Laws, the Executive shall be entitled at all
times to the benefit of the maximum indemnification and
advancement of expenses available from time to time under the
laws of the State of Delaware.
(d)The Corporation and/or any of its subsidiaries,
divisions or affiliates may, from time to time, apply for and
obtain, for its or their benefit and at its or their sole
expense, key man life, health, accident, disability, or other
insurance upon the Executive, in any amounts that it or they may
deem necessary or desirable to protect its or their respective
interests, and the Executive agrees to cooperate with and assist
the Corporation or such subsidiary, division or affiliate in
obtaining any and all such insurance by submitting to all
reasonable medical examinations, if any, and by filling out,
executing, and delivering any and all such applications and other
instrument as may reasonably be necessary.
7.INVENTIONS
(a)The Executive agrees to and hereby does assign to the
Corporation or any subsidiary, affiliate or division of the
Corporation designated by the Corporation, all his right, title
and interest throughout the world in and to all ideas, methods,
developments, products, inventions, processes, improvements,
modifications, techniques, designs and/or concepts relating
directly or indirectly to the business of the Corporation, its
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subsidiaries, affiliates or divisions, whether patentable or
unpatentable, which the Executive may conceive and/or develop
during his employment by the Corporation (whether pursuant to
this Agreement or otherwise) or which the Executive may conceive
and/or develop during a twenty-four (24) month period following
the termination of his employment if such concept and/or
development during such twenty-four (24) month period is a direct
result of the Executive's activities while employed by the
Corporation, whether or not conceived and/or developed at the
request of the Corporation or any subsidiary, affiliate or
division (the "Inventions"); provided, however, that if the
Corporation or such subsidiary, affiliate or division determine
that it will not use any such Invention or that it will
license or transfer any such Invention to an unaffiliated third
party, then it will negotiate in good faith with the Executive,
if the Executive so requests, with respect to a transfer or
license of such Invention to the Executive.
(b)The Executive further agrees to promptly communicate
and disclose to the Corporation any and all such Inventions as
well as any other knowledge or information which he may possess
or obtain relating to any such Inventions.
(c)In furtherance of the foregoing, the Executive agrees
that at the request of the Corporation, and at its expense, he
will make or cooperate in making of applications for letters
patent of the United States or elsewhere and will execute such
other agreements, documents or instruments which the Corporation
may reasonably consider necessary to transfer to and vest in the
Corporation or any subsidiary, affiliate or division, all right,
title and interest in any such Inventions, and all applications
for any letters patent issued in respect of any of the foregoing.
(d)The Executive shall assist, upon request, in locating
writings and other physical evidence of the making of the
Inventions and provide unrecorded information relating to them
and give testimony in any proceeding in which any of the
Inventions or any application or patent directed thereto may be
involved, provided that reasonable compensation shall be paid the
Executive for such services and the Executive shall be reimbursed
for any expenses incurred by him in connection therewith, except
that during such period of time as the Executive is employed by
the Corporation, the Corporation shall not be obligated to
compensate the Executive at a higher rate for the giving of
testimony than the rate established by law for the compensation
of witnesses in the court or tribunal where the testimony is
given or in the district where the testimony is taken. The
Corporation shall give the Executive reasonable notice should it
require such services, and, to the extent reasonably feasible,
the Corporation shall use its best efforts to request such
assistance at times and places as will least interfere with any
other employment of the Executive.
(e)At the expense of the Corporation, the Executive shall
assign to the Corporation all his interest in copyrightable
material which he produces, composes, or writes, individually or
in collaboration with others, which arises out of work performed
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by him on behalf of the Corporation, and shall sign all papers
and do all other acts necessary to assist the Corporation to
obtain copyrights on such material in any and all jurisdictions.
8.CONFIDENTIAL INFORMATION
The Executive hereby acknowledges that, in the course of
his employment by the Corporation, he will have access to secret
and confidential information which relates to or affects all
aspects of the business and affairs of the Corporation and its
subsidiaries, affiliates and divisions, and which are not
available to the general public ("Confidential Information").
Without limiting the generality of the foregoing, Confidential
Information shall include information relating to inventions
(including, without limitation, Inventions), developments,
specifications, technical and engineering data, information
concerning the filing or pendency of patent applications,
business ideas, trade secrets, products under development,
production methods and processes, sources of supply, marketing
plans, and the names of customers or prospective customers or of
persons who have or shall have traded or dealt with the
Corporation. Accordingly, the Executive agrees that he will not,
at any time, without the express written consent of the
Corporation, directly or indirectly, disclose or furnish, or
negligently permit to be disclosed or furnished, any Confidential
Information to any person, firm, corporation or other entity
except in performance of his duties hereunder.
9.CONFIDENTIAL MATERIALS
The Executive hereby acknowledges and agrees that any and
all models, prototypes, notes, memoranda, notebooks, drawings,
records, plans, documents or other material in physical form
which contain or embody Confidential Information and/or
information relating to Inventions and/or information relating to
the business and affairs of the Corporation, its subsidiaries,
affiliates and divisions and/or the substance thereof, whether
created or prepared by the Executive or by others ("Confidential
Materials"), which are in the Executive's possession or under his
control, are the sole property of the Corporation. Accordingly,
the Executive hereby agrees that, upon the termination of his
employment with the Corporation, whether pursuant to this
Agreement or otherwise, or at the Corporation's earlier request,
the Executive shall return to the Corporation all Confidential
Materials and all copies thereof in his possession or under his
control and shall not retain any copies of Confidential
Materials.
10.NON-COMPETITION
(a)The Executive agrees that he shall not, so long as he
shall be employed by the Corporation in any capacity (whether
pursuant to this Agreement or otherwise), without the express
written consent of the Corporation, directly or indirectly, own,
manage, operate, control or participate in the ownership,
management, operation or control or be employed by or connected
in any manner with, any business which is or may be in
-43- <PAGE>
competition, directly or indirectly, with the business of the
Corporation or any subsidiary, affiliate or division of the
Corporation.
(b)If the Executive's employment is terminated pursuant to
Section 12(a)(i) or (iii), the Executive agrees that for a period
of twenty-four (24) months, commencing on the effective date of
the termination of his employment, he shall not, without the
express written consent of the Corporation, directly or
indirectly, own, manage, operate control or participate in the
ownership, management, operation or control, or be employed by or
connected in any manner with, any business, firm or corporation
which is engaged in any business activity competitive with the
business of the Corporation and its subsidiaries, affiliates and
divisions as such business is conducted during the period of his
employment by the Corporation (whether pursuant to this Agreement
or otherwise) and at the termination thereof.
(c)If the Executive's employment is terminated pursuant to
Section 12(a)(iv) or (a)(v), then the Executive agrees that for a
period of twenty-four (24) months, commencing after the effective
date of the termination of his employment, he shall not, without
the express written consent of the Corporation, directly or
indirectly, own, manage, operate, control or participate in the
ownership, management, operation or control, or be employed by or
connected in any manner with any business, firm or corporation
which is listed as a competitor of
the Corporation in the Corporation's latest Annual Report on Form
10-K filed with the Securities and Exchange Commission prior to
the date of termination of his employment.
(d)Anything to the contrary herein notwithstanding, the
provisions of this section shall not be deemed violated by the
purchase and/or ownership by the Executive of shares of any class
of equity securities (or options, warrants or rights to acquire
such securities, or any securities convertible into such
securities) representing (together with any securities which
would be acquired upon the exercise of any such options, warrants
or rights or upon the conversion of any other security
convertible into such securities) the lesser of (i) 1% or less of
the outstanding shares of any such class of equity securities of
any issuer whose securities are listed on a national securities
exchange or traded on NASDAQ, the National Quotation Bureau
Incorporated or any similar organization or (ii) securities
having a market value of less than $100,000; provided, however,
that the Executive shall not be otherwise connected with or
active in the business of the issuers described in this
subsection 10(d).
11.REMEDY FOR BREACH
The Executive hereby acknowledges that in the event of any
breach or threatened breach by him of any of the provisions of
sections 7, 8, 9 or 10 of this Agreement, the Corporation would
have no adequate remedy at law and could suffer substantial and
irreparable damage. Accordingly, the Executive hereby agrees
that, in such event, the Corporation shall be entitled, without
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the necessity of proving damages, and notwithstanding any
election by the Corporation to claim damages, to obtain a
temporary and/or permanent injunction to restrain any such breach
or threatened breach or to obtain specific performance of any of
such provisions, all without prejudice to any and all other
remedies which the Corporation may have at law or in equity.
12.TERMINATION
(a)This Agreement and the employment of the Executive by
the Corporation shall terminate upon the earliest of the dates
specified below:
(i)the close of business on the date as of which the term
of the Executive's employment hereunder has terminated as
provided in Section 2 hereof; provided, however, that such term
is not extended by any other agreement between the Executive and
the Corporation; or
(ii)the close of business on the date of death of the
Executive; or
(iii)the close of business on the effective date of the
voluntary termination by the Executive of his employment with the
Corporation; or
(iv)the close of business on the day following the date on
which the Corporation provides the Executive with written notice
of election of its Board of Directors to terminate his employment
for "cause" (as defined in subsection 12(b)(1) below); or
(v)the close of business on the last day of the month
within which the Board of Directors of the Corporation elects to
terminate the Executive's employment following and as a result of
the inability of the Executive, by reason of physical or mental
disability, for six (6) months within any twelve (12) month
period during the term of this Agreement, to render services of
the character contemplated by this Agreement.
(b)(1)For purposes of this Agreement, the term "cause"
shall mean a determination made in good faith by vote of a
majority of the members of the Board of Directors of the
Corporation then holding office (other than the Executive if he
shall then be a director) that one of the following conditions
exists or one of the following events has occurred;
(i)conviction of the Executive for a felony offense; or
(ii)the refusal by the Executive to perform such service
as may reasonably be delegated or assigned to him, consistent
with his position, by the Chief Executive Officer of the
Corporation; willful misconduct or gross negligence on his part
in connection with the performance of such duties.
13.NO CONFLICTING AGREEMENTS
In order to induce the Corporation to enter into this
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Agreement and to employ the Executive on the terms and conditions
set forth herein, the Executive hereby represents and warrants
that he is not a party to or bound by any agreement, arrangement
or understanding, written or otherwise, which prohibits or in any
manner restricts his ability to enter into and fulfill his
obligations under this Agreement, to be employed by and serve as
an executive of the Corporation.
14.MISCELLANEOUS
(a)This Agreement shall become effective as of the date
hereof and, from and after that time, shall extend to and be
binding upon the Executive, his personal representative or
representatives and testate or intestate distributees, and upon
the Corporation, its successors and assigns; and the term
Corporation, as used herein, shall include successors and
assigns.
(b)Nothing contained in this Agreement shall be deemed to
involve the creation by the Corporation of a trust for the
benefit of, or the establishment by the Corporation of any other
form of fiduciary relationship with the Executive, his
beneficiaries or any of their respective legal representatives or
distributees. To the extent that any person shall acquire the
right to receive any payments from the Corporation hereunder,
such right shall be no greater than the right of any unsecured
general creditor of the Corporation.
(c)Any notice required or permitted by this Agreement
shall be given by registered or certified mail, return receipt
requested, addressed to the Corporation at its then principal
office or to the Executive at his residence address, or to either
party at such other address or addresses as it or he may from
time to time specify for the purpose in a notice similarly given
to the other party.
(d)This Agreement shall be construed and enforced in
accordance with the laws of the State of New York. Any dispute
or controversy arising under or in connection with this Agreement
shall be settled exclusively by binding arbitration in Suffolk
County of the State of New York and shall proceed under the rules
then prevailing of the American Arbitration Association (AAA).
The dispute shall be referred to a single arbitrator if such
arbitration is mutually agreeable to the parties within twenty
(20) days of the demand for arbitration, otherwise to a single
arbitrator appointed by the AAA upon application by either party.
Any award determined by an arbitrator must be in accordance with
the terms of this Agreement and shall be final and binding upon
the parties. Judgment upon any award made in such arbitration
may be entered and enforced in any court of competent
jurisdiction. The Corporation and the Executive waive any right
of appeal with respect to any judgment entered on an arbitrator's
award in any court having jurisdiction. In the event that it is
necessary for any party hereto incur legal expenses in defending
its or his rights hereunder, the losing party shall reimburse the
winning party for all reasonable legal fees and expenses incurred
by him or it as a result thereof.
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(e)Except as stated otherwise herein, this instrument
contains the entire agreement of the parties relating to the
subject matter hereof, and there are no agreements,
representations or warranties not herein set forth. No
modification of this Agreement shall be
valid unless in writing and signed by the Corporation and the
Executive. A waiver of the breach of any term or condition of
this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition.
(f)If any provision of this Agreement shall be held
invalid, such invalidity shall not affect any other provisions of
this Agreement not held so invalid, and all other such provisions
shall remain in full force and effect to the full extent
consistent with the law.
IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Agreement as of the day and year first above
written.
SYMBOL TECHNOLOGIES, INC.
By: s/Jerome Swartz
ATTEST: EXECUTIVE
s/Leonard H. Goldners/Frederic P. Heiman
-47-<PAGE>
EXHIBIT 10.7
-48-<PAGE>
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") made as of the
1st day of November, 1995 by and between SYMBOL
TECHNOLOGIES, INC., a Delaware corporation (the
"Corporation") and Leonard H. Goldner, (the "Executive").
W I T N E S S E T H
WHEREAS, the Executive and the Corporation are parties
to an employment agreement, dated as of September 1, 1990
(the "Prior Employment Agreement"), setting forth the terms
and conditions of the Executive's employment by the
Corporation; and
WHEREAS, the term of employment under the prior
Employment Agreement expired on August 31, 1995; and
WHEREAS, the Corporation desires to continue to employ
the Executive and the Executive desires to continue to be
employed by the Corporation in the manner and on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of
the mutual and dependent agreements and covenants herein set
forth, the parties hereto agree as follows:
1.EMPLOYMENT
The Corporation hereby agrees to employ the Executive as
its Senior Vice President, General Counsel and Secretary
headquartered at the Corporation's Long Island facility and
the Executive hereby agrees to accept such employment and to
render services to the Corporation and its subsidiaries,
divisions and affiliates for the period and on the terms and
conditions set forth in this Agreement.
2.TERM
The Executive's employment under this Agreement shall be
for a term of five (5) years, commencing as of November 1,
1995 and ending on October 31, 2000; provided, however, that
the term of the Executive's actual employment hereunder
shall at all times be subject to earlier termination in
accordance with the provisions of Section 12 hereof.
3.DUTIES
(a)So long as the Executive's employment under this
Agreement shall continue, pursuant to the provisions hereof,
the Executive shall, subject to periods of illness, vacation
and other excused absences, devote his entire business time,
attention, and energies to the affairs of the Corporation
and its subsidiaries, divisions and affiliates, use his best
-49-<PAGE>
efforts to promote its and their best interests and perform
such executive duties as may be reasonably assigned to him
by the Chief Executive Officer of the Corporation; provided,
however, that such executive duties shall be consistent with
and shall generally be of the nature of the services
ordinarily and customarily performed by the Executive prior
to the date hereof. Nothing contained herein shall preclude
the Executive from serving as an attorney, a trustee,
executor or fiduciary or from engaging in charitable and
community affairs provided that such activities do not
interfere with the regular performance of his duties and
responsibilities under this Agreement.
(b)So long as the Executive's employment under this
Agreement shall continue, the Executive shall, if elected or
appointed, serve as an executive officer and/or a director
of the Corporation and of any subsidiary, division or
affiliate of the Corporation and shall hold, without any
compensation other than that provided for in this Agreement,
the offices in the Corporation and in any such subsidiary,
division or affiliate to which he may, at any time or from
time to time, be elected or appointed.
(c)The Executive shall be eligible to take, in addition
to holidays recognized by the Corporation, four (4) weeks
per annum of vacation.
4.COMPENSATION
(a)The Corporation hereby agrees to pay to the
Executive, and the Executive hereby agrees to accept, as
compensation for services rendered under this Agreement, a
base salary at the rate of Two Hundred Ten Thousand Four
Hundred Fifty-four Dollars ($210,454) per annum for the
period ending December 31, 1995 payable at such intervals as
the Corporation customarily pays the salaries of its
executive officers. Effective January 1, 1996 and each year
thereafter, the Executive and the Corporation shall
negotiate, in good faith, with respect to increasing said
base salary for additional one year period in an amount
mutually satisfactory to the Corporation and the Executive.
(b)In addition to the base salary provided for in
subsection 4(a) above, the Executive shall participate in
the Corporation's Executive Bonus Plan and thereby be
entitled to receive an annual bonus for each fiscal year
during the term of this Agreement in the amounts determined
pursuant to such plan. The target amount of the Executive's
bonus under said plan shall be 45% of his base salary
actually earned in each fiscal year. Payment of the bonus
provided herein shall be paid to the Executive no later than
ninety (90) days after the completion of each fiscal year.
(c)In addition to the foregoing, it is hereby agreed
that the Corporation shall, at its sole expense, provide and
the Executive shall be entitled to receive, during his
-50- <PAGE>
employment hereunder, the employee fringe benefits provided
by the Corporation, from time to time, to its executive
officers, but in no event less favorable to the Executive
than the benefits provided to him by the Corporation as of
the date of this Agreement, including, but not limited to,
benefits relating to life, medical and disability insurance,
and participation in the Corporation's Executive Retirement
Plan and Section 401(k) Plan; provided, however, that as
used in this Agreement, the term "employee fringe benefits"
shall not include any salary or other bonus plan, except as
set forth in this Agreement.
(d)In the event the Executive's employment with the
Corporation is terminated as provided in Section 12 hereof
(other than cause as hereinafter defined), the Corporation
shall, to the extent that the Executive's continued
participation is possible under the general terms and
provisions of such plans and programs, if and to the extent
requested by the Executive, continue to indefinitely provide
the Executive, at the Executive's sole expense with all of
the employee fringe benefits he was entitled to receive
immediately prior to the termination of his Employment,
including but not limited to health, life and disability
insurance and use of the automobile referred to in section
5.
5.AUTOMOBILE
During the period of the Executive's employment under
this Agreement, the Corporation shall make available to the
Executive the use of an automobile comparable to that
currently provided to him, as well as paying the insurance
expenses associated with such automobile. The Corporation
will also reimburse the Executive for gasoline and
maintenance expenses associated with such automobile.
6.EXPENSES; OPTIONS
(a)The Corporation shall pay or reimburse the Executive
for all reasonable travel and other expenses incurred or
paid by him in connection with the performance of his duties
under this Agreement, upon presentation to the Corporation
of expense statements or vouchers and such other supporting
documentation as it may, from time to time, reasonably
require; provided, however, that the maximum amount
available for such expenses may, at any time or from time to
time, be fixed in advance by the Board of Directors of the
Corporation.
(b)All outstanding options to purchase shares of Common
Stock of the Corporation now held by the Executive or
hereafter awarded to the Executive during the term of this
Agreement shall vest regardless of any conditions precedent
to the vesting of such options (such as the passage of time)
if and when there is a "change in control of the
Corporation" as hereafter defined. As used in this
Agreement, a "change in control of the Corporation" shall
-51- <PAGE>
mean a change in control of a nature that would be required
to be reported in response to Item 1 of Form 8-K promulgated
under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"); provided, that, without limitation, such a
change in control shall be deemed to have occurred if (i)
any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than the Corporation or
any "person" who on the date hereof is a director or officer
of the Corporation, is or becomes the "beneficial owner",
(as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Corporation representing
25% or more of the combined voting power of the
Corporation's then outstanding securities and the
Corporation's Board of Directors, after having been advised
that such ownership level has been reached, does not, within
fifteen (15) business days, adopt a resolution approving the
acquisition of that level of securities ownership by such
person; or (ii) during any period of two consecutive years
during the term of this Agreement, individuals who at the
beginning of such period constitute the Board of Directors
cease for any reason to constitute at least a majority
thereof, unless the election of each director who was not a
director at the beginning of such period has been approved
in advance by directors representing at least two-thirds of
the directors then in office who were directors at the
beginning of the period.
(c)Notwithstanding the then-current state of the
Corporation's By-Laws, the Executive shall be entitled at
all times to the benefit of the maximum indemnification and
advancement of expenses available from time to time under
the laws of the State of Delaware.
(d)The Corporation and/or any of its subsidiaries,
divisions or affiliates may, from time to time, apply for
and obtain, for its or their benefit and at its or their
sole expense, key man life, health, accident, disability, or
other insurance upon the Executive, in any amounts that it
or they may deem necessary or desirable to protect its or
their respective interests, and the Executive agrees to
cooperate with and assist the Corporation or such
subsidiary, division or affiliate in obtaining any and all
such insurance by submitting to all reasonable medical
examinations, if any, and by filling out, executing, and
delivering any and all such applications and other
instrument as may reasonably be necessary.
7.INVENTIONS
(a)The Executive agrees to and hereby does assign to the
Corporation or any subsidiary, affiliate or division of the
Corporation designated by the Corporation, all his right,
title and interest throughout the world in and to all ideas,
methods, developments, products, inventions, processes,
improvements, modifications, techniques, designs and/or
concepts relating directly or indirectly to the business of
the Corporation, its subsidiaries, affiliates or divisions,
-52- <PAGE>
whether patentable or unpatentable, which the Executive may
conceive and/or develop during his employment by the
Corporation (whether pursuant to this Agreement or
otherwise) or which the Executive may conceive and/or
develop during a twenty-four (24) month period following the
termination of his employment if such concept and/or
development during such twenty-four (24) month period is a
direct result of the Executive's activities while employed
by the Corporation, whether or not conceived and/or
developed at the request of the Corporation or any
subsidiary, affiliate or division (the "Inventions");
provided, however, that if the Corporation or such
subsidiary, affiliate or division determine that it will not
use any such Invention or that it will
license or transfer any such Invention to an unaffiliated
third party, then it will negotiate in good faith with the
Executive, if the Executive so requests, with respect to a
transfer or license of such Invention to the Executive.
(b)The Executive further agrees to promptly communicate
and disclose to the Corporation any and all such Inventions
as well as any other knowledge or information which he may
possess or obtain relating to any such Inventions.
(c)In furtherance of the foregoing, the Executive agrees
that at the request of the Corporation, and at its expense,
he will make or cooperate in making of applications for
letters patent of the United States or elsewhere and will
execute such other agreements, documents or instruments
which the Corporation may reasonably consider necessary to
transfer to and vest in the Corporation or any subsidiary,
affiliate or division, all right, title and interest in any
such Inventions, and all applications for any letters patent
issued in respect of any of the foregoing.
(d)The Executive shall assist, upon request, in locating
writings and other physical evidence of the making of the
Inventions and provide unrecorded information relating to
them and give testimony in any proceeding in which any of
the Inventions or any application or patent directed thereto
may be involved, provided that reasonable compensation shall
be paid the Executive for such services and the Executive
shall be reimbursed for any expenses incurred by him in
connection therewith, except that during such period of time
as the Executive is employed by the Corporation, the
Corporation shall not be obligated to compensate the
Executive at a higher rate for the giving of testimony than
the rate established by law for the compensation of
witnesses in the court or tribunal where the testimony is
given or in the district where the testimony is taken. The
Corporation shall give the Executive reasonable notice
should it require such services, and, to the extent
reasonably feasible, the Corporation shall use its best
efforts to request such assistance at times and places as
will least interfere with any other employment of the
Executive.
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(e)At the expense of the Corporation, the Executive
shall assign to the Corporation all his interest in
copyrightable material which he produces, composes, or
writes, individually or in collaboration with others, which
arises out of work performed by him on behalf of the
Corporation, and shall sign all papers and do all other acts
necessary to assist the Corporation to obtain copyrights on
such material in any and all jurisdictions.
8.CONFIDENTIAL INFORMATION
The Executive hereby acknowledges that, in the course of
his employment by the Corporation, he will have access to
secret and confidential information which relates to or
affects all aspects of the business and affairs of the
Corporation and its subsidiaries, affiliates and divisions,
and which are not available to the general public
("Confidential Information"). Without limiting the
generality of the foregoing, Confidential Information shall
include information relating to inventions (including,
without limitation, Inventions), developments,
specifications, technical and engineering data, information
concerning the filing or pendency of patent applications,
business ideas, trade secrets, products under development,
production methods and processes, sources of supply,
marketing plans, and the names of customers or prospective
customers or of persons who have or shall have traded or
dealt with the Corporation. Accordingly, the Executive
agrees that he will not, at any time, without the express
written consent of the Corporation, directly or indirectly,
disclose or furnish, or negligently permit to be disclosed
or furnished, any Confidential Information to any person,
firm, corporation or other entity except in performance of
his duties hereunder.
9.CONFIDENTIAL MATERIALS
The Executive hereby acknowledges and agrees that any
and all models, prototypes, notes, memoranda, notebooks,
drawings, records, plans, documents or other material in
physical form which contain or embody Confidential
Information and/or information relating to Inventions and/or
information relating to the business and affairs of the
Corporation, its subsidiaries, affiliates and divisions
and/or the substance thereof, whether created or prepared by
the Executive or by others ("Confidential Materials"), which
are in the Executive's possession or under his control, are
the sole property of the Corporation. Accordingly, the
Executive hereby agrees that, upon the termination of his
employment with the Corporation, whether pursuant to this
Agreement or otherwise, or at the Corporation's earlier
request, the Executive shall return to the Corporation all
Confidential Materials and all copies thereof in his
possession or under his control and shall not retain any
copies of Confidential Materials.
-54-<PAGE>
10.NON-COMPETITION
(a)The Executive agrees that he shall not, so long as he
shall be employed by the Corporation in any capacity
(whether pursuant to this Agreement or otherwise), without
the express written consent of the Corporation, directly or
indirectly, own, manage, operate, control or participate in
the ownership, management, operation or control or be
employed by or connected in any manner with, any business
which is or may be in competition, directly or indirectly,
with the business of the Corporation or any subsidiary,
affiliate or division of the Corporation.
(b)The Executive agrees that for a period of twelve (12)
months, commencing on the effective date of the termination
of his employment, whether such termination is pursuant to
the terms of this Agreement or otherwise, he shall not,
without the express written consent of the Corporation,
directly or indirectly, own, manage, operate control or
participate in the ownership, management, operation or
control, or be employed by or connected in any manner with,
any business, firm or corporation which is engaged in any
business activity competitive with the business of the
Corporation and its subsidiaries, affiliates and divisions
as such business is conducted during the period of his
employment by the Corporation (whether pursuant to this
Agreement or otherwise) and at the termination thereof.
(c)The Executive agrees that for a period of twelve (12)
months, commencing twelve (12) months after the effective
date of the termination of his employment, whether such
termination is pursuant to the terms of this Agreement or
otherwise, he shall not, without the express written consent
of the Corporation, directly or indirectly, own, manage,
operate, control or participate in the ownership,
management, operation or control, or be employed by or
connected in any manner with any business, firm or
corporation which is listed as a competitor of the
Corporation in the Corporation's latest Annual Report on
Form 10-K filed with the Securities and Exchange Commission
prior to the date of termination of his employment.
(d)Anything to the contrary herein notwithstanding, the
provisions of this section shall not be deemed violated by
the purchase and/or ownership by the Executive of shares of
any class of equity securities (or options, warrants or
rights to acquire such securities, or any securities
convertible into such securities) representing (together
with any securities which would be acquired upon the
exercise of any such options, warrants or rights or upon the
conversion of any other security convertible into such
securities) the lesser of (i) 1% or less of the outstanding
shares of any such class of equity securities of any issuer
whose securities are listed on a national securities
exchange or traded on NASDAQ, the National Quotation Bureau
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Incorporated or any similar organization or (ii) securities
having a market value of less than $100,000; provided,
however, that the Executive shall not be otherwise connected
with or active in the business of the issuers described in
this subsection 10(d).
11.REMEDY FOR BREACH
The Executive hereby acknowledges that in the event of
any breach or threatened breach by him of any of the
provisions of sections 7, 8, 9 or 10 of this Agreement, the
Corporation would have no adequate remedy at law and could
suffer substantial and irreparable damage. Accordingly, the
Executive hereby agrees that, in such event, the Corporation
shall be entitled, without the necessity of proving damages,
and notwithstanding any election by the Corporation to claim
damages, to obtain a temporary and/or permanent injunction
to restrain any such breach or threatened breach or to
obtain specific performance of any of such provisions, all
without prejudice to any and all other remedies which the
Corporation may have at law or in equity.
12.TERMINATION
(a)This Agreement and the employment of the Executive by
the Corporation shall terminate upon the earliest of the
dates specified below:
(i)the close of business on the date as of which the
term of the Executive's employment hereunder has terminated
as provided in Section 2 hereof; provided, however, that
such term is not extended by any other agreement between the
Executive and the Corporation; or
(ii)the close of business on the date of death of the
Executive; or
(iii)the close of business on the effective date of the
voluntary termination by the Executive of his employment
with the Corporation; or
(iv)the close of business on the day following the date
on which the Corporation provides the Executive with written
notice of election of its Board of Directors to terminate
his employment for "cause" (as defined in subsection
12(b)(1) below); or
(v)the close of business on the last day of the month
within which the Board of Directors of the Corporation
elects to terminate the Executive's employment following and
as a result of the inability of the Executive, by reason of
physical or mental disability, for six (6) months within any
twelve (12) month period during the term of this Agreement,
to render services of the character contemplated by this
Agreement.
-56-<PAGE>
(b)(1)For purposes of this Agreement, the term "cause"
shall mean a determination made in good faith by vote of a
majority of the members of the Board of Directors of the
Corporation then holding office (other than the Executive if
he shall then be a director) that one of the following
conditions exists or one of the following events has
occurred;
(i)conviction of the Executive for a felony offense; or
(ii)the refusal (after receipt by him of notice from the
Corporation) by the Executive to perform such service as may
reasonably be delegated or assigned to him, consistent with
his position, by the Chief Executive Officer of the
Corporation; willful misconduct or gross negligence on his
part in connection with the performance of such duties.
(c)In the event of the termination of the Executive's
employment (whether pursuant to this Agreement or otherwise)
for any reason (including the failure to extend the terms of
this Agreement) other than due to (i) his death or
disability as provided in subsection 12(a)(ii) or (v); (ii)
his voluntary termination of his employment with the
Corporation pursuant to subsection 12(a)(iii); or (iii) his
termination for cause as provided in subsection 12(a)(iv),
the Executive shall be paid at the time of such termination
an amount equal to the annual base salary and the bonus (as
provided in subsection 4(b)) earned by him during the last
completed fiscal year immediately preceding any such
termination and the Corporation shall, to the extent that
the Executive's continued participation is possible under
the general terms and provisions of such plans and programs,
continue to provide the Executive, at the Corporation's sole
expense, for one year after the termination of his
Employment, with all of the employee fringe benefits he was
entitled to receive immediately prior to the termination of
his Employment including but not limited to life, health,
and disability insurance and the use of the automobile
referred to in Section 5, provided, however, he will not be
credited for this period with an additional year of service
under the Executive Retirement Plan referred to in
subsection 4(c). The Executive shall not be required to
mitigate the amount of any payments provided for in this
subsection 12(c) by seeking other employment.
(d) In the event of the termination of the Executive's
employment prior to October 31, 1998 for any reason other
than due to (i) his death or disability as provided in
subsection 12(a)(ii) or (v); (ii) his voluntary termination
of his employment with the Corporation pursuant to
subsection 12(a)(iii); or (iii) his termination for cause as
provided in subsection 12(a)(iv), the Executive shall be
paid, in addition to the payments provided in subsection
12(c), one year after the date of such termination an
amount equal to his annual base salary immediately preceding
any such termination and his target bonus. The Executive
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shall not be required to mitigate the amount of any payments
provided for in this subsection 12(d) by seeking other
employment.
(e) All payments set forth in subsection 12(c) and
12(d) are contingent upon the Executive first signing at the
time of termination the Corporation's standard waiver and
release agreement.
13.NO CONFLICTING AGREEMENTS
In order to induce the Corporation to enter into this
Agreement and to employ the Executive on the terms and
conditions set forth herein, the Executive hereby represents
and warrants that he is not a party to or bound by any
agreement, arrangement or understanding, written or
otherwise, which prohibits or in any manner restricts his
ability to enter into and fulfill his obligations under this
Agreement, to be employed by and serve as an executive of
the Corporation.
14.MISCELLANEOUS
(a)This Agreement shall become effective as of the date
hereof and, from and after that time, shall extend to and be
binding upon the Executive, his personal representative or
representatives and testate or intestate distributees, and
upon the Corporation, its successors and assigns; and the
term Corporation, as used herein, shall include successors
and assigns.
(b)Nothing contained in this Agreement shall be deemed
to involve the creation by the Corporation of a trust for
the benefit of, or the establishment by the Corporation of
any other form of fiduciary relationship with the Executive,
his beneficiaries or any of their respective legal
representatives or distributees. To the extent that any
person shall acquire the right to receive any payments from
the Corporation hereunder, such right shall be no greater
than the right of any unsecured general creditor of the
Corporation.
(c)Any notice required or permitted by this Agreement
shall be given by registered or certified mail, return
receipt requested, addressed to the Corporation at its then
principal office or to the Executive at his residence
address, or to either party at such other address or
addresses as it or he may from time to time specify for the
purpose in a notice similarly given to the other party.
(d)This Agreement shall be construed and enforced in
accordance with the laws of the State of New York. Any
dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by binding
arbitration in Suffolk County of the State of New York and
shall proceed under the rules then prevailing of the
American Arbitration Association (AAA). The dispute shall
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be referred to a single arbitrator if such arbitration is
mutually agreeable to the parties within twenty (20) days of
the demand for arbitration, otherwise to a single arbitrator
appointed by the AAA upon application by either party. Any
award determined by an arbitrator must be in accordance with
the terms of this Agreement and shall be final and binding
upon the parties. Judgment upon any award made in such
arbitration may be entered and enforced in any court of
competent jurisdiction. The Corporation and the Executive
waive any right of appeal with respect to any judgment
entered on an arbitrator's award in any court having
jurisdiction. In the event that it is necessary for any
party hereto incur legal expenses in defending its or his
rights hereunder, the losing party shall reimburse the
winning party for all reasonable legal fees and expenses
incurred by him or it as a result thereof.
(e)Except as stated otherwise herein, this instrument
contains the entire agreement of the parties relating to the
subject matter hereof, and there are no agreements,
representations or warranties not herein set forth. No
modification of this Agreement shall be
valid unless in writing and signed by the Corporation and
the Executive. A waiver of the breach of any term or
condition of this Agreement shall not be deemed to
constitute a waiver of any subsequent breach of the same or
any other term or condition.
(f)If any provision of this Agreement shall be held
invalid, such invalidity shall not affect any other
provisions of this Agreement not held so invalid, and all
other such provisions shall remain in full force and effect
to the full extent consistent with the law.
IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Agreement as of the day and year
first above written.
SYMBOL TECHNOLOGIES, INC.
By: s/Jerome Swartz
EXECUTIVE
s/Leonard H. Goldner
LEONARD H. GOLDNER
-59-<PAGE>
EXHIBIT 10.8
-60-<PAGE>
SEPARATION, RELEASE AND NON-DISCLOSURE AGREEMENT
JAN LINDELOW, on his own behalf and on behalf of his
heirs, executors, administrators, attorneys, successors and
assigns (hereinafter collectively referred to as
"Lindelow"), and SYMBOL TECHNOLOGIES, INC., on its own
behalf and on behalf of its parent and subsidiaries,
divisions, affiliates, successors, assigns, representatives,
officers, directors, agents and employees (hereinafter
collectively referred to as "Symbol" or the "Company"), have
reached the within Separation, Release and Non-Disclosure
Agreement ("Agreement") in settlement of any and all
disputes and controversies which have or could have been
raised between them including, but not limited to, any and
all disputes related to Lindelow's employment with, and
separation from the employ of Symbol, such Agreement being
reached on the following terms and conditions:
1.Lindelow will immediately, simultaneous with the
execution of this Agreement, resign his employment with
Symbol as President and Chief Operating Officer, but will
remain a full-time regular employee of Symbol until December
31, 1995. Lindelow will not be required to, nor will he
report to work at Symbol after this Agreement is executed,
except, however, that Lindelow agrees to make himself
available and/or to report to Symbol's offices or
facilities, as needed, to assist in the transition to his
successor. Lindelow will remain a member of Symbol's Board
of Directors until April, 1996, but agrees not to stand for
reelection to the Board at the next annual Shareholder's
meeting, currently scheduled for April, 1996.
2.In consideration for executing this Agreement and in
full and complete satisfaction of its contractual
obligations to Lindelow under his Employment Agreement with
Symbol dated June 12, 1994 ("Employment Agreement") and all
other obligations to Lindelow, Symbol will provide Lindelow
the following:
A.On the eighth day following the completed execution of
this Agreement, Symbol will continue Lindelow's normal base
salary, less deductions required by applicable federal,
state and local laws, and continue Lindelow's current
employee benefits, through December 31, 1995.
B.In calendar year 1996, Symbol will pay Lindelow his
1995 performance bonus, at or about the time such bonuses
are paid to other Symbol executives, which bonus shall not
be less than $437,500. Such bonus payment will be less
deductions required by applicable federal, state and local
laws.
C.Commencing January 1, 1996, and continuing through
December 31, 1997, Lindelow will remain a part-time employee
of Symbol; provided, however, he will not be required to
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report to work at Symbol. In this connection, Symbol will
pay Lindelow his base salary of $437,500, less deductions
required by applicable federal, state, and local laws, in
installments coincident with Symbol's normal payroll cycles.
Notwithstanding anything else herein to the contrary,
Lindelow's continued employment hereunder shall not
interfere with or prohibit Lindelow's full time employment
with or by other third parties except as specified in
paragraph 20 below.
D.In each of the first quarters of calendar years 1997
and 1998, Symbol will pay Lindelow bonuses of $437,500, at
or about the time bonuses are paid to other Symbol
executives. Such bonus payments will be less deductions
required by applicable, federal, state and local laws.
E.Commencing January 1, 1996 and continuing through
December 31, 1997, Symbol will continue Lindelow's current
employee benefits to the extent permissible in accordance
with the terms of these plans as set forth in the applicable
benefit plan documents. Lindelow acknowledges that he is
not entitled to participate in Symbol's Executive Retirement
Program after December 31, 1995. Lindelow agrees to
mitigate payment of these benefits by seeking other
comparable employment during this period.
F.Symbol will vest 150,000 of the options awarded to
Lindelow pursuant to paragraph 6(b)(1) of the Employment
Agreement, as follows:
1.30,000 options on the eighth (8th) day following
Lindelow's execution of this Agreement.
2.An additional 30,000 options each on the following
dates:
January 1, 1996
July 1, 1996
January 1, 1997
July 1, 1997
The vesting of such options shall accelerate to an
earlier date in the event that options granted to other
senior management employees vest early as a result of a
change in control as defined in paragraph 6(c) of the
Employment Agreement.
These options will expire on December 31, 1997 and
Lindelow will have until such date to exercise such options,
subject to other terms of the actual option agreement.
Lindelow acknowledges that the additional 125,000 options
previously awarded to him will be canceled on the eighth day
following the execution of this Agreement.
G.Symbol will purchase Lindelow's condominium located in
Long Island, New York, for a price equal to the average of
three appraisals of its fair market value. Lindelow and
Symbol will both select one appraiser and these two
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appraisers will select the third appraiser. The parties
shall promptly appoint their respective appraisers and use
all reasonable efforts to complete the sale by December 31,
1995.
3. A.In exchange for the consideration described in
Paragraph (A) through (G), Lindelow hereby releases Symbol
from any and all liability arising from any and all acts
including, but not limited to, those arising out of his
employment relationship with the Company, the Employment
Agreement or under any contract, tort, federal, state or
local fair employment practices or civil rights law
including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Older Worker
Benefits Protection act of 1990, the Civil Rights Act of
1866, the Americans With Disabilities Act of 1990, the
Employee Retirement Income Security Act of 1974, the New
York State and New York City Human Rights laws, or any claim
for physical or emotional distress or injuries, or any other
duty or obligation of any kind or description including
costs, expenses and attorneys' fees.
B.This release shall apply to all known, unknown,
unsuspected and unanticipated claims, liens, injuries and
damages including, but not limited to, claims of employment
discrimination, indemnity for discharge, or claims sounding
in tort or in contract, express or implied, as of the date
of the execution of this Agreement.
C.In exchange for the execution of this Agreement by
Lindelow and other valuable consideration, Symbol hereby
releases Lindelow from any and all liability arising from
any and all acts including but not limited to those arising
out of his employment with the Company or any other duty or
obligation of any kind or description including costs,
expenses and attorneys' fees except that the Company does
not release Lindelow from any criminal acts or violations of
securities or other laws that may have been committed by him
against the Company.
4.Except for the purpose of seeking enforcement of the
terms of this Agreement, Lindelow stipulates and agrees that
he will not file or institute or cause to have filed or
instituted any civil action, complaint, charge, or other
proceedings of any nature or description against the company
before any judicial, administrative, arbitral or other forum
based upon or arising out of any claims, whether asserted or
unasserted, that Lindelow may have against the Company as of
the date of this Agreement.
5.Lindelow agrees that, upon execution of this
Agreement, he will withdraw and dismiss with prejudice any
and all civil actions, complaint, charges and proceedings of
any nature which he may have filed or which may have been
filed on his behalf and may now be pending against the
Company in any judicial, administrative or other forum.
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Lindelow further agrees to execute any and all forms or
document required to effectuate such withdrawals and
dismissals thereof and to provide copies to Robert J.
Nobile, Esq. Winston & Strawn, 175 Water Street, New York,
New York 10038.
6.Symbol expressly denies that it has violated any such
law, statute, ordinance, contract, duty or obligation
whatsoever, or that it committed any tort or engaged in any
wrongful conduct with respect to Lindelow. Symbol expressly
states that it had no grounds to terminate the Employment
Agreement whether based on inadequate performance or
otherwise. Lindelow and Symbol both acknowledge that the
consideration described in this Agreement is adequate and
sufficient consideration.
7.It is understood and agreed that all Company files,
papers, memoranda, letters, handbooks and manuals, facsimile
or other communications that were written, authorized,
signed, received or transmitted during or prior to
Lindelow's employment are and remain the property of the
Company and, as such, are not to be removed from the
Company's offices. In addition, any such materials which
Lindelow possesses, but which are not in the Company's
offices, are to be returned immediately. It is expressly
understood that this paragraph shall not apply to any of the
personal files, papers, memoranda, letters, handbooks and
manuals, facsimile or other communications that were
written, authorized, signed, received or transmitted prior
to Lindelow's employment or other personal property of
Lindelow whether or not they are in the Company's offices.
8.The terms of this Agreement, the claims that have been
or could have been raised against Symbol or Lindelow as of
the date of this Agreement, and the facts and circumstances
underlying any such claim shall not be admissible by either
party in any litigation or proceeding in any forum, except
as required by law, for any purpose other than to secure
enforcement of the terms and conditions of this Agreement.
9.Notwithstanding any other provision contained herein,
the obligations of Symbol and of Lindelow under this
Agreement shall be conditioned upon their respective receipt
of executed duplicate originals of this Agreement and
complete adherence to its terms by the other party.
10.The parties agree that, except if issued a subpoena
or required by law, each will not publish, publicize or
disseminate, or cause to be published, publicized or
disseminated, directly or indirectly, and will keep entirely
confidential any information, data or documents (1) relating
to Lindelow's employment with and separation from Symbol,
and (2) the terms of this Agreement or the fact that this
Agreement exists, except for the purpose of enforcing this
Agreement, should that ever become necessary. The parties
agree in this connection not to grant any interviews with
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the press, news media or any other individuals or entitles
regarding Lindelow's employment with Symbol or separation
therefrom. Lindelow may only discuss with third parties the
fact that he was employed by Symbol, his title, salary,
responsibilities and that he resigned his position, and
agrees not to provide any other information regarding his
employment with Symbol, except that with respect to
prospective employers only, Lindelow may discuss, in
confidence, the reasons for his resignation.
Notwithstanding the above, Lindelow may only disclose the
terms of this Agreement to his spouse, accountants,
attorneys or tax preparers.
11.Symbol and Lindelow reserve the right to seek
appropriate damages, including attorneys' fees and
injunctive relief, should the other violate this Agreement.
12.The parties agree that neither they nor their
representatives will publicly or privately disparage or
criticize each other and Lindelow expressly agrees that he
will not publicly or privately disparage or criticize any of
the Company's products, services, parent, divisions,
affiliates, related companies or current or former officers,
directors, trustees, employees, agents, administrators,
representatives or fiduciaries.
13.Symbol and Lindelow agree to work together in
preparing a mutually acceptable statement regarding the
reasons for Lindelow's resignation from Symbol's employ.
Symbol will also agree to work with Lindelow in preparing a
mutually satisfactory press release announcing Lindelow's
resignation.
14.This failure of Symbol or Lindelow to insist upon
strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver thereof or deprive
either of the right thereafter to insist upon strict
adherence to that term or any other term of the Agreement.
15.This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without
giving effect to its conflicts of laws provisions. Any
dispute or controversy arising out of or in connection with
this Agreement, shall be settled exclusively by binding
arbitration in Suffolk County, New York, in accordance with
the rules then prevailing of the American Arbitration
Association. In the event that it is necessary for any
party hereto to incur legal expenses in defending its or his
rights hereunder, the losing party shall reimburse the
winning party for all reasonable legal fees and expenses
incurred with respect hereto.
16.If any of the provisions, terms, clauses, or waivers
or releases of claims or rights contained in this Agreement
are declared illegal, unenforceable, or ineffective in a
legal forum, such provisions, terms, clauses, waivers,
releases or claims or rights shall be deemed severable, such
-65-<PAGE>
that all other provisions, terms, clauses, waivers, releases
of claims and rights contained in this Agreement shall
remain valid and binding upon both parties.
17.Lindelow agrees to cooperate with the Company in
connection with any threatened, actual or future litigation
involving the Company, whether administrative, civil or
criminal in nature, in which and to the extent his
cooperation is deemed necessary by the Company in its
reasonable discretion. Symbol agrees to take reasonable
steps to minimize the interference such cooperation may
cause to any future employment Lindelow may obtain.
18.Lindelow acknowledges that he has had up to
twenty-one (21) days from the date he received this
Agreement to consider the terms of this Agreement and
further, acknowledges that he is fully aware of its contents
and of its legal effects. Lindelow acknowledges that he was
advised by Symbol to consult with an attorney regarding this
Agreement and that he has consulted with an attorney prior
to executing the same.
19.This Agreement has been executed freely, knowingly
and voluntarily by Lindelow without duress, coercion, or
undue influence, with a full and free understanding of its
terms. This Agreement is revocable by Lindelow or Symbol
for seven (7) days following its execution, after which time
it shall become effective and enforceable. Notice of
revocation must be sent in writing to the other party prior
to the eighth day after this Agreement is signed by the
party seeking revocation. If Lindelow wishes to revoke this
Agreement, his written notice of revocation must be received
within the seven (7) day revocation period by Allen
Creveling at the following address: Symbol Technologies,
Inc., 116 Wilbur Place, Bohemia, New York 11716.
20.This Agreement supersedes any and all prior
agreements or understandings, whether written or oral
between Lindelow and Symbol, except that Lindelow
acknowledges and agrees that the following paragraphs of
Lindelow's Employment Agreement shall continue in full force
and effect following the execution of this Agreement:
a.Paragraph 7 - Inventions
b.Paragraph 8 - Confidential Information
c.Paragraph 9 - Confidential Material
d.Paragraph 11 - Remedy for Breach
21.Lindelow agrees that he shall not, prior to January
1, 1998, without the express written consent of Symbol,
directly or indirectly, own, manage, operate, control, or
participate in the ownership, management, operation or
control, or be employed in any manner (including as an
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employee, consultant, volunteer, or otherwise), by a
Principal Competitor of Symbol. For purposes of this
Agreement, a Principal Competitor shall mean the following
companies: INTERMEC Corporation, Metrologic Instruments,
Inc., Opticon, Inc., PSC, Inc. (formerly Photographic
Sciences Corporation), Spectra Physics, Inc., Welch Allyn,
Inc., Hand Held Products, Inc., LXE, Inc., Norand
Corporation, Mars Electronics, Telxon Corporation, AT&T
Global Information Systems, Matsushita Electric Corporation,
Nippon Denso Co., Ltd., and Fujitsu, Ltd. Symbol agrees
that Lindelow may pursue employment or consulting work with
AT&T Global Information Systems, Matsushita Electric
Corporation, Nippon Denso Co., Ltd., and Fujitsu, Ltd.,
provided such employment or consulting work is not for a
division, subsidiary or affiliated company of these
corporation, which competes with any business of Symbol.
22.This Agreement may not be changed except by a writing
signed by Lindelow and the Chief Executive Officer of
Symbol.
AGREED: AGREED:
SYMBOL TECHNOLOGIES, INC
s/Jan Lindelow By:s/Jerome Swartz
JAN LINDELOW JEROME SWARTZ,
Chief Executive Officer
Date:10/19/95 Date: 10/19/95
On this 19th day of October On 10/19, 1995,
1995, before me personally came before me personally came
JAN LINDELOW, to me know to be JERRY SWARTZ, authorized
the individual described in and representative for SYMBOL
who has executed the foregoing TECHNOLOGIES, INC. to me
Separation Agreement, and duly known to be the
acknowledged to me that he individual described in
executed the same. and who has executed the
foregoing Separation
Agreement, and duly
acknowledged to me that
he executed the same.
s/Robin M. Santarsiero S/Leonard H. Goldner
Notary Public Notary Public
ROBIN M. SANTARSIERO LEONARD H. GOLDNER
NOTARY PUBLIC NOTARY PUBLIC, STATE OF
N.Y. COMMISSION EXPIRESNEW YORK
Aug. 31, 1998 No. 4696036
(Qualified in Suffolk
County) Commission Expire
May 31, 1997
-67-<PAGE>
EXHIBIT 10.13
-68-<PAGE>
SYMBOL TECHNOLOGIES, INC.
STOCK OWNERSHIP AND OPTION RETENTION PROGRAM
1. Purpose. The purpose of the Symbol Technologies, Inc.
(the "Company") Stock Ownership and Option Retention Program (the
"Program") is to foster the long term interests of the Companys'
shareholders by requiring its Executive Officers (as that term
is defined under SEC regulations) to maintain an equity interest
in the Company.
2. Participation. Participation in the Program shall be
limited to Executive Officers of the Company only so long as the
participant is deemed to be an Executive Officer. The General
Counsel of the Company shall, in good faith, determine which
individuals constitute Executive Officers for the purpose of
complying with the Program. His determination shall be binding
on all participants. At any time, a participant may request a
formal determination from the General Counsel that his position
with the Company has changed so that he is no longer an Executive
Officer. Executive Officers must agree to participate in the
Program to be eligible to receive option awards after January 1,
1995.
3. Oversight. The Compensation/Stock Option Committee of the
Board of Directors (the "Committee") shall have oversight of the
Program. Effective as of January 1, 1995, the Committee has
established target levels of equity for each Executive Officer of
the Company. The Committee retains the authority to waive any
of the requirements of the Program for any individual participant
in compliance with the hardship waiver guidelines set forth
herein. Without prior permission of the Committee, unless and
until an Executive Officer has attained specific minimum
requirements there will exist significant limitations on the
Executive Officer's freedom to reduce his equity position.
4. Stock Ownership and Option Retention Requirements
a) Equity Interest Requirement. An Executive Officer may not
exercise vested options (other than in the last year of the term
of an option) unless the Executive Officer either (i) retains all
shares acquired upon the exercise of the option, or (ii) meets
and will continue to meet the Equity Interest Requirement
described below after the exercise and sale of shares acquired
upon exercise.
The Equity Interest Requirement - The combined value of the
Company's Common Stock and vested options held by the Executive
Officer, each valued at the then market price of the Company's
Common Stock, must be equal to or greater than a designated
multiple of target cash compensation (annual base salary plus
target bonus) ("TCC") as indicated in the chart below.
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b) Stock Ownership Requirement. If the Equity Interest
Requirement is satisfied, then an Executive Officer may exercise
vested options within strict limits. At least 50% of the net
after tax proceeds obtainable upon the exercise of any option
must be retained in the form of Restricted Stock (as hereinafter
defined) of the Company's Common Stock unless and until the
Executive Officer then owns Restricted Stock of the Company
having a market value equal to a specified multiple of his base
salary as indicated in the chart below. If the Executive meets
the Stock Ownership Requirement, but due to a change in his
compensation (or position) and/or the market price of the
Company's Common Stock, he does not continue to meet the
requirement, then he will be required to retain, as Restricted
Stock, additional shares of Common Stock acquired upon a
subsequent exercise of an option. Common Stock acquired from a
subsequent option exercise shall become Restricted Stock to the
extent then necessary for the Executive Officer to then satisfy
the Stock Ownership Requirement.
EQUITY INTERESTSTOCK OWNERSHIP
POSITION REQUIREMENTS REQUIREMENTS
Chairman
of the Board 7 times TCC 5 times Base Salary
President 5 times TCC 3 times Base Salary
Executive and
Sr. Vice President 3 times TCC 2 times Base Salary
Vice President 2 times TCC 1 times Base Salary
5. Restricted Stock. Effective on May 8, 1995, the date of
adoption of the Program (the "Implementation Date"), shares of
the Common Stock of the Company which are acquired in an option
exercise, and which an Executive Officer must retain to satisfy
the Stock Ownership Requirement, shall be designated as
Restricted Stock. The certificates for the Restricted Stock will
bear a restrictive legend stating that the shares cannot be
transferred while the holder is an Executive Officer of the
Company and without the opinion of the Company's General Counsel.
Regardless of changes in the market price of the Company's Common
Stock, the Restricted Stock shall continue to be held in escrow
by the Company until such time as the Executive Officer is no
longer an Executive Officer of the Company (unless the Committee
grants a Hardship Waiver to the Executive Officer).
6. Election to Discontinue Participation; Forfeiture. An
Executive Officer may elect to discontinue participation in the
Program. "Opting out" of the Program shall result in the
immediate forfeiture of the Executive Officer's rights to 1) all
Restricted Stock held in escrow by the Company for the Executive
Officer; 2) all options awarded to the Executive Officer after
January 1, 1995; and 3) all vested and nonvested benefits under
the Company's Executive Retirement Plan.
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7. Hardship Waiver. In the event an Executive Officer
suffers a serious financial hardship (a "Hardship"), the
Committee may waive such portion of the Equity Interest
Requirement and/or the Stock Ownership Requirement it feels
appropriate to meet such need if the Hardship is a result of one
of the following conditions:
(1) Substantial expenses caused by an accident or illness
involving the Executive Officer, a member of the Executive
Officer's immediate family or household, or another dependent;
(2) The need to prevent an eviction or mortgage foreclosure on
the principal residence of the Executive Officer; or
(3) Any other immediate and substantial financial need which
the Committee may designate.
8. Exempt Stock. Shares of Common Stock which are (i) not
acquired in an option exercise, (ii) acquired prior to the
Implementation Date, (iii) acquired after the Implementation
Date but are not designated as Restricted Stock because the
Executive Officer satisfies the Stock Ownership Requirement on
the exercise date, (iv) acquired upon the exercise of an option
granted after January 1,1994 in connection with an Executive
Officer's initial hiring ,or (v) acquired upon the exercise of an
option and/or options awarded after January 1, 1995 in connection
with the promotion of an individual to the position of Executive
Officer as well as any options awarded to the person prior to
such promotion shall not be Restricted Stock and shall not be
subject to the restrictions on transferability imposed hereunder.
9. Non-Compete. Each Executive Officer must execute the
agreement in the form of Exhibit A. Violation of the
non-compete provisions of the agreement shall result in a
forfeiture of all of the Executive Officer's interest in any
Restricted Stock held by the Company.
-71-<PAGE>
EXHIBIT 10.14
-72-<PAGE>
Symbol Technologies, Inc.
Executive Bonus Plan
The Corporation promotes a pay-for-performance philosophy
wherein a significant element of annual compensation is directly
linked to the financial performance of the Corporation. This has
been accomplished in prior years through the administration of
the Profit Sharing Bonus Plan in which most of the Corporation's
North American-based management level associates, including all
executive officers except Mr. Razmilovic participated.
Effective January 1, 1995, subject to shareholder
approval, the Compensation/Stock Option Committee of the Board
(the "Committee") adopted and the Board of Directors ratified the
creation of an Executive Bonus Plan (the "Plan"), the purpose of
which is to more directly tie the level of annual executive
incentive compensation to the financial performance of the
Corporation. All executive officers of the Corporation will
participate in the Plan.
Under the Plan, the Committee will each year establish
corporate financial performance objectives, expressed in terms of
earnings per share. Three levels of performance will be
identified: threshold performance, at which the minimum award
will be earned and below which no award will be earned; target
performance, at which the target award will be earned and;
maximum performance, at which the maximum award (twice a
participant's target bonus) will be earned and above which no
additional award will be earned. For 1995, threshold performance
has been established at results equal to 85% of the Corporation's
1995 Business Plan; target performance has been established at
results between 97% and 100% of the 1995 Business Plan; and
maximum performance has been established at results equal to or
greater than 120% of the 1995 Business Plan.
Each participant in the Plan has been assigned a target
bonus representing a percentage of the participant's base salary.
The target bonuses for 1995 for Messrs. Swartz, Lindelow and
Heiman are 100%, 100% and 55%, respectively, which is consistent
with past practice and in conformity with their individual
employment agreements. The target bonuses for all other
participants in the Plan are established by Messrs. Swartz and
Lindelow based on the individual's performance and relative level
of responsibility. They range from 35% to 55% of base salary.
-73-<PAGE>
Messrs. Swartz and Lindelow's bonuses will be determined
solely on the basis of corporate financial performance. In
the case of all other participants, 25% of their target bonus
will be based on individual performance during the year with the
remainder being based on corporate financial performance.
-74-<PAGE>
EXHIBIT 21
-75-<PAGE>
SYMBOL TECHNOLOGIES, INC.
100% Owned by Symbol Technologies, Inc.
Symbol Technologies International, Inc.
One Symbol Plaza
Holtsville, NY 11742-1300
State of Incorporation: New York
Symbol Technologies International, Inc.
One Symbol Plaza
Holtville, NY 11742-1300
State of Incorporation: Delaware
SymboLease, Inc.
One Symbol Plaza
Holtsville, NY 11742-1300
State of Incorporation: Delaware
Symbol Technologies Asia, Inc.
230 Victoria Street
04-05 Bugis Junction Office Tower
Singapore 0718
State of Incorporation: Delaware
Symbol Technologies Africa, Inc.
387 Devereux Avenue
Winchester Hills, Ext. 1
Johannesburg 2091
South Africa
State of Incorporation: Delaware
SymboLease Canada, Inc.
2540 Matheson Boulevard East
Mississauga, Ontario, Canada L4W 4Z2
State of Incorporation: Delaware
Symbol Technologies Texas, Inc.
One Symbol Plaza
Holtsville, NY 11742-1300
State of Incorporation: Texas
Subsidiaries of Symbol Technologies International, Inc.
(Delaware)
Symbol Australia Pty. Ltd.
432 St. Kilda Road
Melbourne, Victoria 3004
Australia
Country of Incorporation: Australia
Symbol Technologies GmbH
2 Haus - 5 Stock
Prinz-Eugenstrasse 70
1040 Wein
Austria
Country of Incorporation: Austria
-76-<PAGE>
Symbol Technologies Canada, Inc.
2540 Matheson Blvd. East
Mississauga, Ontario, Canada L4W 4Z2
Country of Incorporation: Canada
Symbol Technologies A/S
Carlsbergvej 32
3400 Hillrod, Denmark
Country of Incorporation: Denmark
Symbol Technologies S.A.
Centre d'Affaire d'Anthony
3 Rue du la Renaissance
92184 Antony Cedex, France
Country of Incorporation: France
Symbol Technologies GmbH
Waldstrasse 68
6057 Dietzenbach
Germany
Country of Incorporation: Germany
Symbol Technologies, S.R.L.
Via Cristoforo Colombo, 49
20090 Trezzano
S/L Naviglio, Milan, Italia
Country of Incorporation: Italy
Symbol Technologies, S.A. *
Calle Princesa 32
Edificion Piovera Azul
28042 Madrid
Spain
Country of Incorporation: Spain
Symbol Technologies Limited
12 Oaklands Park
Fishponds Road
Wokingham
Berkshire, England RG11 2FD
Country of Incorporation: United Kingdom
* Majority owned by Symbol Technologies International, Inc.
-77-<PAGE>
EXHIIT 23
-78-<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statements No. 2-81405, No. 2-94868, No. 2-94876, No. 33-3771,
No. 33-13009, No. 33-18748, No. 33-25509, No. 33-25484, No.
33-25567, No. 33-25510, No. 33-35821, No. 33-43580, No. 33-48025,
No. 35-48026, No. 33-78622, No. 33-78678 and No.33-59333 on Form
S-8 and No. 33-18745, No. 33-25432, No. 33-43581, No. 33-43584
and No. 33-45016 on Form S-3 of Symbol Technologies, Inc. of our
report dated March 15, 1996, appearing in this Annual Report on
Form 10-K of Symbol Technologies, Inc. for the year ended
December 31, 1995.
s/Deloitte and Touche LLP
Jericho, New York
March 15, 1996
-79-
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