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Exhibit 10.77
[LETTERHEAD OF INFORMIX]
July 31, 2000
Mr. Peter Gyenes
40 Heath Hill
Brookline, MA 02146
Dear Peter:
This letter confirms the recent actions of the Compensation Committee of the
Board of Directors. Effective July 14, 2000, your annual base compensation is
$600,000, payable in equal, semi-monthly installments. You will also
participate in the Executive Incentive Compensation Plan, effective July 1,
2000, at a target incentive of 100% of this annual base. For fiscal 2000, 25%
of this annual target incentive shall be guaranteed.
The Board of Directors has approved a non-qualified stock option under the
Corporation's 1994 Stock Option and Award Plan of 1,500,000 shares, priced on
July 13, 2000 at $4.9375. Twenty-five percent (25%) of these options shall be
exercisable on or after the first anniversary of the effective date, and an
additional 2.08% shall be exercisable on or after each one-month anniversary
thereafter.
You will also receive a retention bonus of $875,000, payable immediately,
with an equal retention bonus payment of $875,000 to be paid on April 15,
2001, pending your active continuance in your executive management position
at that time. Your involuntary termination or a Change of Control prior to
April 15, 2001 will accelerate the second payment to the date of your actual
termination.
For the Compensation Committee
/s/ Wayne E. Page
Wayne E. Page
Vice President-Human Resources
