SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT TO ANNUAL REPORT
FILED PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
AMDAHL CORPORATION
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its annual
report for the period ended December 31, 1993 filed on form 10-K
as set forth in the pages attached hereto:
Exhibit 10(f)
Exhibit 10(aa)
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMDAHL CORPORATION
Date: May 11, 1994 By: /s/Ernest B. Thompson
-------------------
Vice President and
Controller
(Principal Accounting
Officer)
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.
Signatures Title Date
- - ---------- ----- ----
/s/JOHN C. LEWIS* Chairman of the Board
- - ----------------------
John C. Lewis
/s/E. JOSEPH ZEMKE* President, Chief
- - ---------------------- Executive Officer
E. Joseph Zemke and Director
(Principal Executive
Officer)
/s/KEIZO FUKAGAWA* Director
- - ----------------------
Keizo Fukagawa
/s/E. F. HEIZER, JR.* Director
- - ----------------------
E. F. Heizer, Jr.
/s/KAZUTO KOJIMA* Director
- - ----------------------
Kazuto Kojima
/s/R. STANLEY LAING* Director
- - ----------------------
R. Stanley Laing
/s/BURTON G. MALKIEL* Director
- - ----------------------
Burton G. Malkiel
/s/GEORGE R. PACKARD* Director
- - ----------------------
George R. Packard
/s/WALTER B. REINHOLD* Director
- - ----------------------
Walter B. Reinhold
Signature Title Date
- - --------------------- ------- ------
/s/TAKAMITSU TSUCHIMOTO* Director
- - ----------------------
Takamitsu Tsuchimoto
/s/J. SIDNEY WEBB* Director
- - ------------------
J. Sidney Webb
*By:/s/EDWARD F. THOMPSON Attorney-in-Fact May 11, 1994
------------------
Edward F. Thompson
Vice President,
Chief Financial Officer
and Secretary
(Principal Financial
Officer)
Exhibit 10(f)
AMDAHL CORPORATION
EXECUTIVE INCENTIVE PERFORMANCE PLAN
REVISED AND RESTATED THROUGH DECEMBER 31, 1993
1. PURPOSES OF THE PLAN
1.1 This Executive Incentive Performance Plan (the "Plan") is
intended to promote the interests of AMDAHL CORPORATION (the
"Corporation") and its Subsidiaries by providing a select group of
employees of the Corporation and its Subsidiaries who are primarily
responsible for the management, growth and success of the business
with the opportunity to participate in a special program of
deferred cash bonuses and retirement income accumulation designed
to reward them for the services they have rendered and to provide
them with an incentive to continue in the employ of the Corporation
and its Subsidiaries through normal retirement age.
2. ADMINISTRATION OF THE PLAN
2.1 The Plan shall be administered by a committee (the
"Committee") of three (3) or more members appointed from time to
time by the Corporation's Board of Directors (the "Board"). The
Committee shall have full authority to administer the Plan and
shall from time to time select the eligible employees who are to
participate in the Plan.
2.2 The interpretation and construction of any provision of the
Plan and the adoption of rules and regulations for administering
the Plan shall be made by the Committee. Decisions of the
Committee shall be final and binding on all parties who have an
interest in the Plan.
2.3 For purposes of the Plan, the following definitions shall be
in effect:
Active Participant: An Active Participant shall, for each
------------------
fiscal year the Plan remains in effect after December 1, 1993, be
any individual selected for participation in the Plan, whether in
the current fiscal year or in any earlier fiscal year, who has not
otherwise been excluded by the Committee from receiving an
allocation of the short-term and long-term awards made under the
Plan for the current fiscal year.
Eligible Earnings: The Eligible Earnings of a participant for
-----------------
any relevant fiscal year under the Plan shall be equal to (i)
his/her base salary for such fiscal year plus (ii) any cash bonus
(other than awards under this Plan) earned for services rendered in
such fiscal year and payable in the immediately succeeding fiscal
year.
Employee: A participant shall be deemed to continue in
--------
Employee status for so long as the participant remains in the
active employ of the Corporation or one or more of its
Subsidiaries.
Long-Term Account: The Long-Term Account of each participant
-----------------
shall be the account maintained in his/her name on the books of the
Corporation to which there shall be credited the participant's
share of the long-term awards made for the 1988 and all subsequent
fiscal years.
Normal Retirement Date: The participant's Normal Retirement
----------------------
Date shall be the latest to occur of (i) the first date on which
------
the sum of the participant's age and Years of Service total at
least 70 years, (ii) the date on which the participant attains age
55, or (iii) the date on which the participant completes 10 Years
of Service.
Permanent Disability: A participant shall be deemed to have
--------------------
terminated Employee status by reason of Permanent Disability if
he/she is unable, by reason of any physical or mental impairment or
illness expected to result in death or to continue for a period of
twenty-four (24) consecutive months or more, to perform his/her
usual duties for the Corporation or Subsidiary employing such
individual.
Separate Account: The Separate Account of each participant
----------------
shall be the account maintained in his/her name on the books of the
Corporation to which there is credited the participant's share of
the long-term awards made for the 1986 and 1987 fiscal years.
Short-Term Account: The Short-Term Account of each participant
------------------
shall be the account maintained in his/her name on the books of the
Corporation to which there shall be credited the participant's
share of the short-term awards made for each of his/her fiscal
years of participation in the Plan. The Short-Term Account of each
participant will be divided into a series of subaccounts in
accordance with the provisions of Section 5.2(b).
Subsidiary: Each corporation (other than the Corporation)
----------
in any unbroken chain of corporations ending with the Corporation
shall be considered to be a Subsidiary of the Corporation, provided
such corporation (other than the last corporation in the unbroken
chain) owns, at the time of determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
Year of Service: The participant shall be credited with one
---------------
Year of Service under the Plan for each twelve (12)-month period,
measured from his/her date of hire, during which he/she remains an
Employee (whether or not the months of Employee status included
within such period were rendered consecutively). Any period
intervening between the participant's termination of Employee
status and his/her subsequent rehire shall not be taken into
account for Year of Service purposes.
3. DETERMINATION OF PARTICIPANTS
3.1 The persons who shall be eligible to participate in the Plan
shall be those Corporate Officers and other key employees primarily
responsible for the management, growth and success of the business
who are recommended for participation in the Plan by the Chairman
of the Board and approved by the Committee.
3.2 Each individual selected for participation in the Plan shall
remain an Active Participant for each fiscal year during which that
individual continues in Employee status, except to the extent the
Committee should elect to exclude such individual from Active
Participant status for one or more of those fiscal years.
Effective with the 1994 fiscal year, the Committee shall have
complete discretion to exclude one or more existing participants
from Active Participant status for any fiscal year or years the
Committee deems appropriate, including the entire period the
participant continues in Employee status following such exclusion.
If any individual is excluded from Active Participant status for
one or more fiscal years, then such individual shall not receive
any allocation of the incentive awards (either short-term or long-
term) made to the Plan for those fiscal years. However, each
participant in Employee status shall, in accordance with the
applicable vesting schedule, continue to vest with respect to any
incentive awards already allocated to his/her accounts under the
Plan, whether or not that participant remains an Active Participant
for the current or any subsequent fiscal year.
4. INCENTIVE PERFORMANCE AWARDS
4.1 For each fiscal year of the Corporation for which the Plan is
in effect, the Corporation shall make an aggregate incentive award
on behalf of the Active Participants in an amount not to exceed two
percent (2%) of the Corporation's consolidated pre-tax earnings for
such fiscal year. The amount of the award each fiscal year shall
be determined at the discretion of the Board on the basis of the
progress made in such year toward achievement of the Corporation's
long-term performance objectives, as such objectives may be
identified from time to time by the Board.
4.2 The aggregate incentive award for each fiscal year, beginning
with the incentive award for the 1986 fiscal year, shall be divided
into two components: (i) the short-term award and (ii) the long-
term award. For the 1986 and 1987 fiscal year incentive awards,
the Board shall have discretionary authority to determine the
percentage of the aggregate award allocated to each component,
provided not more than 50% of the aggregate award shall be
- - --------
designated as the long-term component. Beginning with the 1988
fiscal year, each aggregate incentive award shall automatically be
divided into equal short-term and long-term components.
4.3 The short-term and long-term components of the aggregate
incentive award for the fiscal year shall be allocated among the
individuals who are Active Participants for that fiscal year.
Beginning with the 1988 fiscal year, the allocation shall be made
in accordance with the following provisions:
Short-Term Award
(a) The Committee shall, as soon as reasonably practicable
after the aggregate short-term award for the fiscal year
has been determined, allocate a portion of such award to
the Short-Term Account of each Active Participant who has
continued in Employee status through the last day of such
year. The allocation to each such Active Participant
shall be in the same proportion as his/her Eligible
Earnings for the fiscal year of the award bear to the
Eligible Earnings of all Active Participants for such
fiscal year.
(b) The short-term award so allocated to each individual
Active Participant (the "Short-Term Award") shall not
exceed 25% of his/her Eligible Earnings for the fiscal
year for which the award is made. To the extent the
Short-Term Award for any fiscal year would otherwise
exceed the applicable 25% limitation for one or more
Active Participants, the excess shall be added to the
long-term award to be allocated for such year.
Long-Term Award
(a) Effective with the 1988 fiscal year, the Committee shall
establish a fixed-dollar retirement income pool for each
individual participant (the "Retirement Fund Objective")
in order to provide such individual with replacement
income upon his/her retirement from the Corporation
following his/her Normal Retirement Date. The Retirement
Fund Objective established for each participant shall be
reviewed periodically by the Committee and shall be
adjusted from time to time as circumstances warrant.
(b) The Committee shall, as soon as reasonably practicable
after the aggregate long-term award for the fiscal year
has been determined, allocate to each Active Participant
who has continued in Employee status through the last day
of such year that portion of the actual long-term award
which is in the same ratio as the Retirement Fund
Objective then in effect for such Active Participant
bears to the aggregate dollar amount of the Retirement
Fund Objectives then in effect for all Active
Participants in the Plan.
(c) The long-term award allocated to each individual Active
Participant (the "Long-Term Award") shall in no event
exceed in dollar amount the sum necessary to bring the
existing balance of the Long-Term Account maintained for
such Active Participant under the Plan (as adjusted in
accordance with Sections 4.4 and 4.5 below) up to the
dollar amount of the Retirement Fund Objective then in
effect for that individual.
4.4 Once an individual becomes a participant in this Plan, he/she
may not participate in any other pension or retirement plans
sponsored by the Corporation or its Subsidiaries (other than the
Employee Savings Plan and the Individual Deferred Compensation
Program), during any year in which he/she is eligible for long term
awards under this Plan. If such individual has participated in the
Accumulation Program of the Corporation's Capital
Accumulation/Individual Deferred Compensation Plan prior to his/her
entry into the Plan, the balance from time to time outstanding in
his/her capital accumulation account under the Accumulation Program
shall be added to the balance of his/her Long-Term Account under
this Plan for purposes of determining whether the combined sum
exceeds the participant's Retirement Fund Objective. To the extent
the combined sum equals or exceeds the participant's Retirement
Fund Objective, no further long-term awards under the Plan shall,
by reason of the limitations of Section 4.3(c), be allocated to
his/her Long-Term Account.
4.5 As a transitional procedure for the new vesting schedule made
applicable to the participant's Long-Term Account by reason of
Section 6.2 of the November 15, 1988 restatement of the Plan, the
participant's long-term account as of the close of the 1987 fiscal
year shall be maintained as his/her Separate Account under the
Plan, and the participant shall continue to vest in this Separate
Account in accordance with the vesting schedule in effect
immediately prior to the November 15, 1988 restatement of the Plan
(100% vesting when age and Years of Service total at least 70 years
with at least 10 Years of Service, but in no event earlier than
April 1, 1989). However, no payment from the vested portion of
such account shall be made prior to the participant's attainment of
age 55. The following additional provisions shall be applicable to
the Separate Account:
(a) Until paid, the balance in the Separate Account shall
continue to accrue interest in accordance with the
applicable provisions of Section 7.2.
(b) The balance from time to time outstanding in the Separate
Account shall be added to the balance of the
participant's post-1987 Long-Term Account under the Plan
for purposes of determining whether the combined sum
exceeds the participant's Retirement Fund Objective. To
the extent the combined sum equals or exceeds the
participant's Retirement Fund Objective, no further long-
term awards under the Plan shall, by reason of the
limitations of Section 4.3(c), be allocated to his/her
Long-Term Account.
(c) To the extent any portion of the Separate Account is paid
to the participant prior to his/her actual retirement
from the Corporation, the amount distributed, together
with interest imputed thereon at the rate specified in
Section 7.2 from the date of distribution, shall continue
to be treated as part of the outstanding balance of the
participant's Separate Account for purposes of applying
the provisions of Sections 4.3(c) and 4.5(b).
4.6 Should any portion of an aggregate or individual incentive
award for a particular fiscal year remain unallocated by reason of
one or more of the foregoing limitations, then such portion shall
not be allocated to any other participant (whether for the current
or any subsequent fiscal year) nor used for any other purpose under
the Plan.
5. VESTING AND PAYMENT OF SHORT-TERM AWARD
5.1 The interest of the participant in his/her Short-Term Award
for a particular fiscal year shall vest in accordance with the
following provisions, whether or not such individual remains an
Active Participant:
(a) Upon the expiration of the one-year period measured from
the day on which the Short-Term Award is first allocated
to the participant pursuant to Section 4.3, the
participant shall vest in 25% of the principal amount of
such award, provided such individual continues in
Employee status through vesting date.
(b) On each of the next three (3) anniversaries of the
initial vesting date under subparagraph (a), the
participant shall vest in an additional 25% of the
principal amount of the Short-Term Award, provided the
participant continues in Employee status through each
such vesting date.
(c) The participant's interest, however, shall immediately
vest with respect to all unvested Short-Term Awards
credited to his/her Short-Term Account under this Plan or
to his/her deferred compensation account under the
Corporation's Deferral Election Plan (the "Deferral
Plan"), if his/her Employee status is terminated by
reason of death or Permanent Disability. Such full and
immediate vesting shall likewise occur if the participant
terminates Employee status on or after attainment of
his/her Normal Retirement Date.
5.2 The following provisions shall govern the maintenance of the
Short-Term Account to be established for each Active Participant
who is allocated one or more Short-Term Awards under the Plan:
(a) Each participant to whom a Short-Term Award is made
hereunder shall have the election to (i) receive payment
of one or more vested installments of such award in
accordance with the provisions of this Plan or (ii) defer
payment of one or more vested installments of such award
to a later period pursuant to a timely-filed election
under the Deferral Plan. Except to the extent the
participant makes such a deferral election with respect
to one or more vested installments of the Short Term
Award earned for a particular fiscal year, all vested
installments of that award will be paid in accordance
with the provisions of this Plan.
(b) The Short-Term Account of each participant who is to
receive payment under this Plan of one or more Short Term
Awards shall be maintained as a special deferred
compensation account on the books of the Corporation.
This account shall in turn be divided into a series of
separate subaccounts ("Short-Term Subaccounts"), and a
separate subaccount shall accordingly be maintained for
the installments of each annual Short Term Award
allocated to the participant under Section 4.3 and not
otherwise subject to a deferred payout under the Deferral
Plan. Each of the participant's Short-Term Subaccounts
shall be paid in accordance with the provisions of
Section 5.4.
(c) Any installments of a Short-Term Award which are the
subject of a timely-filed deferral election under the
Deferral Plan shall be paid in accordance with the
deferred payout provisions of that plan, and payment
shall not be governed by the terms and conditions of this
Plan.
(d) Should the participant elect, with respect to the Short-
Term Award for a particular fiscal year, to receive
payment of one or more installments of that award under
this Plan and to receive the balance of such installments
under the Deferral Plan, then the installments which are
to be paid under this Plan shall be the last installments
in which the participant vests hereunder pursuant to the
annual vesting schedule of Section 5.1 and shall
accordingly be paid hereunder as such installments vest.
The installments which are to be paid under the Deferral
Plan shall be the first annual installments which vest
pursuant to the Section 5.1 schedule and, once vested,
shall be subject to payment in accordance with the
deferral election in effect for such installments under
the Deferral Plan.
5.3 Each Short-Term Subaccount shall accrue interest in accordance
with the provisions of Section 7.1
5.4 The balance credited to the participant's Short-Term
Subaccount shall be paid to him/her as the installment or
installments of the Short Term Award credited to such subaccount
vest from time to time in accordance with the vesting provisions of
Section 5.1. Each payment shall be equal in amount to the
installment of the Short-Term Award in which the participant has
vested, together with the accrued interest thereon. Should a
participant terminate Employee status by reason of death or
Permanent Disability while there is still an amount outstanding in
one or more of his/her Short-Term Subaccounts, then the total
amount outstanding in all such subaccounts shall be distributed in
one lump-sum payment to him/her (or the designated beneficiary in
the case of the participant's death) within ninety (90) days after
such termination of Employee status. Upon the participant's
accelerated vesting in one or more otherwise unvested Short-Term
Award installments following termination of Employee status after
attainment of his/her Normal Retirement Date, the amount so
accelerated shall be paid to the participant either in one lump sum
under this Plan within ninety (90) days after such termination of
Employee status or in accordance with any deferral election in
effect for such installments under the Deferral Plan.
5.5 The Committee shall have full power and authority, exercisable
in its sole discretion at any time, to accelerate the vesting and
payout of one or more otherwise unvested installments credited to
the Short-Term Subaccounts maintained for the participants under
Section 5.2(b) of the Plan, together with all interest accrued to
date on those installments. Each accelerated installment shall be
paid in a lump sum within thirty (30) days after Committee
authorization of the payout, and such payment shall be subject to
the Company's collection of all applicable Federal and State income
and employment taxes. In no event, however, shall there be any
accelerated payout of any installments credited to the
participant's Short-Terms Subaccounts as to which there exists any
outstanding deferral election filed by the Participant under the
Deferral Plan.
6. VESTING AND PAYMENT OF LONG-TERM AWARD.
6.1 The Corporation shall establish on its books a Long-Term
Account for each participant as a special deferred compensation
account to which there shall be credited one or more annual Long-
Term Awards allocated to the participant under Section 4.3.
6.2 The participant's interest in his/her Long-Term Account (to
the extent attributable to Long-Term Awards for the 1988 and all
subsequent fiscal years) shall initially vest upon his/her Normal
Retirement Date, provided the participant continues in Employee
status through such date. At such vesting date, the participant
shall be vested in that percentage of his/her Long-Term Account
obtained by multiplying his/her Years of Service by 5%. The
participant shall vest in an additional 5% of the Long-Term Account
for each Year of Service subsequently completed until he/she
becomes 100% vested in the Long-Term Account upon completion of 20
Years of Service. Should the participant terminate Employee status
by reason of death or Permanent Disability prior to his/her Normal
Retirement Date, such individual shall thereupon vest in that
percentage of his/her Long-Term Account obtained by multiplying
his/her Years of Service (whether or not in excess of 10 years) by
5%. Such vesting in the Long-Term Account shall occur on the basis
of the Years of Service completed by the participant, whether or
not the participant remains in Active Participant status for one or
more of those Years of Service.
6.3 Upon the participant's termination of Employee status on or
after his/her Normal Retirement Date, benefit payments from his/her
Long-Term Account shall be made in accordance with the following
provisions:
(a) If the participant is at the time of his/her termination
of Employee status vested in 100% of his/her Long-Term
Account, then the entire balance of the Long-Term Account
shall be paid to him/her in a lump sum within ninety (90)
days.
(b) If the participant is at the time of his/her termination
of Employee status vested in less than 100% of his/her
Long-Term Account, then the participant shall be entitled
to a lump sum payment, due within ninety (90) days after
such termination of Employee status, equal to the lesser
------
of (i) the product of the Retirement Fund Objective at
the time in effect for him/her and the percentage to
which he/she is at such time vested in his/her Long-Term
Account, less any amount paid or payable to such
individual from his/her Separate Account in accordance
with Section 6.5, or (ii) the entire balance credited to
his/her Long-Term Account at the time of such
termination.
(c) The participant may, by filing an irrevocable election
with the Committee at least 24 months prior to attainment
of his/her Normal Retirement Date, elect to receive
his/her subparagraph (a) or (b) benefits in substantially
equal annual installments over a 5 or 10-year period. To
the extent such an installment payout is elected, the
unpaid vested balance of the Long-Term Account shall
accrue interest at the rate specified in Section 7.2 for
the period commencing with the participant's actual
retirement date and ending with the date of the payment.
6.4 The participant's interest in the Separate Account
attributable to the Long-Term Awards made for the 1986 and 1987
fiscal years shall vest upon the latest to occur of (i) his/her
------
completion of 10 Years of Service, (ii) the first date on which the
sum of the participant's age and Years of Service totals 70 years,
or (iii) April 1, 1989. However, the participant's interest in the
Separate Account shall immediately vest if his/her Employee status
is terminated by reason of death or Permanent Disability. The
balance from time to time outstanding in the Separate Account shall
accrue interest in accordance with the provisions of Section 7.2.
6.5 The balance credited to the participant's Separate Account, to
the extent vested pursuant to the provisions of Section 6.4, shall
be paid to such participant either in one lump sum or in a series
of annual installments over a designated period of years (not to
exceed ten (10) years). The method of distribution and
commencement date shall be irrevocably designated by the
participant in an election filed with the Committee no later than
the earlier of (i) eighteen (18) months prior to the earliest date
------
on which he/she will vest in the Separate Account pursuant to the
provisions of Section 6.4 or (ii) the first day of the first
calendar year immediately preceding the calendar year in which the
participant's vesting date under Section 6.4 will occur. In the
absence of such a timely-filed election, the vested balance of the
Separate Account shall be paid in one lump sum upon the
participant's termination of Employee status. However, no payment
shall be made from the participant's Separate Account prior to
his/her attainment of age fifty-five (55), except to the limited
extent otherwise provided in Section 6.6.
6.6 Notwithstanding either the provisions of Section 6.5 or any
election made by the participant to receive payment of his/her
vested interest in the Long-Term Account or the Separate Account in
two or more installments, in the event of such participant's death
or Permanent Disability (whether or not he/she is still in Employee
status), the entire vested balance of his/her Long-Term Account and
Separate Account shall be paid to him/her (or to the designated
beneficiary in the event of the participant's death) in one lump
sum payment within ninety (90) days after the date of the
participant's death or Permanent Disability.
6.7 If either the Long-Term Account or the Separate Account is to
be paid in two or more annual installments, then the amount payable
at the time of each installment shall be equal to the aggregate
balance outstanding in such account at the time of the installment
payment, divided by the number of unpaid installments (including
the current installment).
7. PAYMENT OF INTEREST
7.1 Short-Term Awards.
-----------------
(a) Pre-1987 Awards. The balance from time to time
---------------
outstanding in each Short-Term Subaccount maintained
hereunder, to the extent attributable to incentive awards
made to the participant for fiscal years ending prior to
January 1, 1987 ("Pre-1987 Awards"), shall accrue
interest each calendar year at the average blended rate
at which interest is earned for the same period on the
assets of the Corporation's Employee Savings Plan
invested in one or more guaranteed investment contracts
thereunder ("Blended Rate"). Pre-1987 Awards will earn
interest at the Blended Rate until paid to the
participant.
(b) Post-1986 Awards. The balance from time to time
----------------
outstanding in each Short-Term Subaccount attributable to
incentive awards made for fiscal years ending after
December 31, 1986 shall accrue interest each calendar
year at the Applicable Rate specified in Section 7.2
until paid to the participant.
7.2 Long-Term Awards.
----------------
(a) Pre-1988 Awards. The balance from time to time
---------------
outstanding in each Separate Account maintained hereunder
for Long-Term Awards made for the 1986 and 1987 fiscal
years shall accrue interest each calendar year at the
weighted average rate at which interest is earned for
such year on the assets of the Employee Savings Plan
invested in one or more guaranteed insurance contracts
thereunder during such year ("Applicable Rate"). The
Applicable Rate shall be calculated at the end of each
calendar year, and interest earned on outstanding account
balances for such year shall be credited to the
participant's Separate Account at that time.
(b) Post-1987 Awards. The individual Long-Term Account to
----------------
which each participant's share of the Long-Term Awards
made for the 1988 and all subsequent fiscal years is to
be allocated shall not bear any interest during the
period the participant remains in Employee status.
Following the participant's termination of Employee
status at or after his/her Normal Retirement Date, the
unpaid vested balance of the Long-Term Account shall bear
interest at the Applicable Rate during any installment
period in excess of ninety (90) days which may be in
effect for the payment of such account balance.
7.3 Pro-Rated Interest. To the extent an amount is paid out of a
------------------
particular account prior to the last day of a calendar year, the
interest accruable on such amount for the portion of such calendar
year preceding the payment date shall, in accordance with Section
7.1 or Section 7.2 (whichever is applicable), be calculated and
credited at the end of such year, and payment of such accrued
interest shall be made within ninety (90) days after the close of
the year.
8. GENERAL PROVISIONS
------------------
8.1 Upon the participant's cessation of Employee status prior to
attainment of his/her Normal Retirement Date, the portion of
his/her Long-Term and Separate Accounts and each of his/her Short-
Term Subaccounts in which the participant is not at such time
vested shall be immediately forfeited, and the participant shall
have no further rights or interest with respect to the portion of
each account or subaccount so forfeited.
8.2 In the event of a severe financial hardship, the participant
may apply to the Committee for an immediate distribution (in whole
or in part) of the vested balance of his/her Long-Term and Separate
Accounts maintained hereunder. The Committee shall have complete
discretion to accept or reject the request.
8.3 Except to the extent the Committee may in its sole discretion
elect to implement a so-called "Rabbi Trust" for the payment of
benefits hereunder, the obligation to pay the balance credited to
the participant's Long-Term Account, Separate Account and Short-
Term Subaccounts shall at all times be an unfunded and unsecured
obligation of the Corporation or Subsidiary employing such
individual; and the participant shall look solely and exclusively
to the general assets of the Corporation or Subsidiary employing
the participant for the payment of his/her accounts under the Plan.
8.4 This restated version of the Plan shall become effective with
respect to the eligible employees of the Corporation when adopted
by the Board (October 27, 1993) and shall become effective with
respect to the eligible employees of one or more Subsidiaries when
adopted by the board of directors of such Subsidiary or
Subsidiaries. The board of directors of any participating
corporation may at any time amend, suspend or terminate the Plan
with respect to its participants; provided, however, that such
--------
action shall not adversely affect rights and interests existing
under the Plan at the time of such action.
8.5 No participant shall have the right to alienate, pledge or
encumber his/her interest in any Long-Term Account, Separate
Account or any Short-Term Subaccounts maintained hereunder, and no
such account or subaccount shall be subject to the claims of the
participant's creditors or to attachment, execution or other
process of law.
8.6 A participant may designate a beneficiary to receive any
unpaid vested balance outstanding in his/her Long-Term Account or
Separate Account or any of his/her Short-Term Subaccounts at the
time of the participant's death. In the absence of such
designation, such vested balance shall be paid in accordance with
the participant's will or pursuant to the laws of descent and
distribution. The participant may from time to time revoke his/her
beneficiary designation and file a new beneficiary designation.
All beneficiary designations, however, must be on the form
prescribed by the Committee.
8.7 Neither the action of the Corporation in establishing the
Plan, nor any action taken under the Plan by the board of directors
of any participating company or by the Committee, nor any provision
of the Plan itself, shall be construed so as to grant any person
the right to remain in the employ of the Corporation or any of its
Subsidiaries for any period of specific duration, and the Employee
status of such individual may be terminated at any time, with or
without cause.
8.8 All costs and expenses incurred in the operation and
administration of the Plan shall be borne by the Corporation.
Payment of applicable withholding taxes on benefits paid under the
Plan shall be the responsibility of the recipients.
8.9 The provisions of the Plan shall be governed by the Employee
Retirement Income Security Act of 1974 (as amended) and, to the
extent not thereby pre-empted, by the laws of the State of
California without resort to the conflict-of-laws rules of such
State.
8.10 The obligations of the Corporation and its Subsidiaries to
make the payments required hereunder shall be binding upon any
successor or assign of the Corporation or any such Subsidiary,
whether by merger, consolidation, acquisition or other
reorganization. No amendment or termination of the Plan by the
Corporation or any of its Subsidiaries (or any successor or assign)
shall adversely affect or otherwise impair the rights of
participants to receive benefit payments hereunder, to the extent
attributable to Short-Term or Long-Term Awards made prior to the
date of such amendment or termination, in accordance with the
applicable vesting and payment provisions of Articles 4, 5 and 6
hereof.
AMDAHL CORPORATION
EXECUTIVE INCENTIVE PERFORMANCE PLAN
DESIGNATION OF BENEFICIARY
--------------------------
I hereby designate the following individual or individuals as
the beneficiary or beneficiaries of all my right, title and
interest in and to all monies in which I am vested under the
Executive Incentive Performance Plan at the time of my death,
hereby revoking any prior designation of beneficiaries made by me:
Name Relationship Percent of Total
(1)
---------------------- ---------------- ----------------
(2)
---------------------- ---------------- ----------------
(3)
---------------------- ---------------- ----------------
(4)
---------------------- ---------------- ----------------
The beneficiary must survive me; otherwise, his or her
designated share is to be divided equally among the beneficiaries
who do survive me.
Signature:
------------------------------
Name:
------------------------------
Date:
------------------------------
Portions of this exhibit are deleted pursuant to a request for
confidential treatment
- - ----------------------
Exhibit 10(aa)
Processor Joint Development Agreement
Principles
AC/FJ will design and FJ will manufacture complete S/390
processor systems for AC.
AC and FJ will have common hardware processor systems based on a
Product Specification.
AC and FJ will discuss and jointly agree on a Product
Specification based on FJ product needs and AC market needs.
The attached diagram shows the roles and responsibilities of AC
and FJ.
FJ is responsible for manufacturing.
Transfer price from FJ to AC must provide competitive market
price and economic benefit to both AC and FJ. Transfer price
will be based on [
]
Contingency clauses will be renegotiated if there are
modifications to the Product Specification that change the
schedule.
AC and FJ Intellectual property rights to be discussed.
Price
AC pays FJ [
] Transfer price will be [
]
We expect to continue the [ ] pricing arrangement for
systems beyond [ ] The specific structure and [
] for these systems to be discussed and agreed to later.
<PAGE>
Portions of this exhibit are deleted pursuant to a request for
confidential treatment
- - ----------------------
Algorithm to determine [ ] to be determined
later.
Prices will be adjusted [ ]
Price basis is CIP SFO Seaport or FOB Tokyo if drop shipped. AC
requests to be importer of record. Final arrangements to be
discussed and agreed to later.
Payment is US$ [ ] days by air or [ ] days by surface after
shipment. Foreign exchange conversion to be handled as currently
done by AC and FJ.
Ordering
Products initially provided by FJ [ ] days after ordered by AC.
This will be reduced to [ ] days as manufacturing processes
improve. AC will provide additional [ ] day forecast for
planning purposes. AC and FJ will regularly discuss long-term
supply and demand planning. No volume commitments.
FJ tests maximum configuration and ships standard configuration
to AC. Final configuration is done by AC in the field. AC and
FJ will discuss the best way of shipping, with customer drop
shipping being a long term possibility.
FJ warrants product and spares:
design [ ] from FCS of system or
feature
manufacturing problems [ ] from AC receipt
technology based on projected vs actual failure
rates and time.
Product Plan
[
]
Objective is have [ ]
that provide competitive performance and cost/performance.
For reference, [ ]
<PAGE>
Portions of this exhibit are deleted pursuant to a request for
confidential treatment
- - ----------------------
All systems support at FCS:
[
]
Detailed product definition will be done jointly by AC and FJ,
including RAS.
If FJ does not provide products on schedule, [
]
Competitiveness
AC and FJ intend to:
* Provide products that compete successfully in the
S/390market.
* Keep products current with agreed to S/390 facilities.
Compatibility upgrades [
]
* Begin serious evaluation of [ ]
within 3 weeks of AC making the proposal. The primary
criteria for deciding whether to implement a feature [
]
* Deliver competitive RAS.
Development
Most development will be done and paid for by FJ. AC pays
development cost of work done by AC as agreed with FJ on a task
by task basis.
FJ provides [ ] to AC in [ ] for [ ]
FJ will pay to make these [ ]
FJ is responsible for managing product development. The
following list of responsibilities is our general understanding:
<PAGE>
Portions of this exhibit are deleted pursuant to a request for
confidential treatment
- - ----------------------
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
FJ will pay for [
] AC will pay [ ] required
to develop AC specifications. [
] will be reviewed by AC and FJ.
Manufacturing
FJ is responsible for all new build, repair and update.
AC retains rights to technology and manufacturing if FJ cannot
supply products.
Spares
Purchase
* Ac will purchase[
]
<PAGE>
Portions of this exhibit are deleted pursuant to a request for
confidential treatment
- - ----------------------
Repair
* FJ will repair spares with a [ ] factory turn-
around time for FJ manufactured parts. Parts from
other vendors will be determined later.
* FJ will provide failure analysis feedback to AC within
[ ] after receipt of failed part.
Field Support
AC and FJ will jointly discuss how to provide service tools.
FJ 3rd level support to backup AC support center.
Timely and accurate English language documentation for field
engineers. AC and FJ will insure that the English language
documentation [
]
Makes all FJ service tools available to AC.
Train AC to support product.
AC Direct field support and has microcode and firmware patch
capability.
Normal sparing.
Develops any AC unique service tools.
AC and FJ will work together to define interfaces to allow AC
service tools to operate. FJ will make product changes to
support these as mutually agreed to.
Exclusivity
FJ will provide S/390 compatible processors exclusively to AC.
FJ can market AC products in markets to be agreed upon based on
the existing distributor relationship.
<PAGE>
Portions of this exhibit are deleted pursuant to a request for
confidential treatment
- - ----------------------
Approved
AMDAHL
/s/David L. Anderson December 8, 1993
- - --------------------
David L. Anderson
Vice President and General Manager
Compatible Systems
FUJITSU
/s/T. Miyazawa December 9, 1993
- - --------------
T. Miyazawa
General Manager
Mainframe Division
<PAGE>
[GRAPH]
<PAGE>
Graphics Appendix List
<TABLE>
<CAPTION>
Page Description
- - ---- -----------
<S> <C>
last page Graph entitled AC Product-AC Responsible, portions
of which have been omitted due to a request for
confidential treatment. The graph depicts
Amdahl's anticipated responsibilities with respect
to three specific phases of the product
development namely: Specification, Development
and Certification. The Specification bar,
approximately 17.5% of the graph, show that
approximately 80% of Specification is Common
(shaded gray) and that approximately 20% is
Compatibility (striped). The following three
lines are listed below the Specification bar in
the graph: (i) AC Responsible, (ii) AC/FJ jointly
agree, and (iii) AC owns final spec. The
Development bar (shaded gray) represents
approximately 65% of the graph and contains three
white ellipses and 1 striped ellipse, comprising
in total approximately 20% of the Development bar.
The following two lines are listed below the
Development bar: (i) Responsibility FJ AC
AC, and (ii) FJ responsible for project
management. The Certification bar, approximately
17.5% of the graph, is striped. The following
line is listed below the Certification bar: AC
Responsible.
</TABLE>
