<PAGE>
EXHIBIT (d)(6)
[LETTERHEAD OF AGILENT TECHNOLOGIES]
Agilent Confidential
December 15, 2000
Jeff Boone
101 Parkshore Drive
Folsom, CA 95630
Employee Number: 917940
Dear Jeff:
We are extremely pleased to extend to you an offer of employment with Agilent
Technologies, and look forward to you joining our company. This offer is
contingent upon the successful closing of the proposed acquisition of
Objective Systems Integrators Inc. (OSI) by Agilent Technologies.
You will begin employment at an annual base salary of $200,000 and be
transitioned to Agilent's compensation, benefits, and payroll as soon as is
practical after the closing. In addition, you will be eligible to participate
in Agilent's Results Bonus Program.
We are eager to welcome you as an Agilent employee and want to ensure that you
remain in place to help us pursue our many technical and business challenges.
Therefore, this offer of employment includes an offer of Agilent non-qualified
stock options representing the right to purchase 5,000 shares of Agilent
Technologies common stock. This option will be granted by the Compensation
Committee of Agilent's Board of Directors and will be contingent on the
successful closing of the terms and conditions of OSI by Agilent and your
commencement of employment with Agilent Technologies. The grant date will be
the later of the date the Committee meets to award this option or the date
that you begin employment with Agilent, and the price will be the fair market
value (average of high and low of Agilent stock price) on that date. The
option will vest 25% per year and will be fully vested on the fourth
anniversary of the grant date. The terms and conditions of this grant will be
governed by Agilent's 1999 Stock Plan, which will be provided to you when you
receive your award.
In addition, we will honor your change of control agreement, including the
treatment of your outstanding OSI options. These options will be converted in
price and quantity to an equivalent value of Agilent options at the close
date, and be immediately vested at that time. You will have a minimum of one
year to exercise these converted Agilent options. In addition, if you accept
our employment offer, we will extend the life of these options to the original
term of your OSI options. For example, if one of your original OSI options
grants was to expire in November 2009, your replacement grant of Agilent
options will also expire in November 2009, provided you remain an Agilent
employee. This may potentially give you a much longer time frame in which to
exercise or hold your options, beyond the one year stipulated in your change
of control agreement.
You will receive credit for your continuous service with OSI, for additional
Agilent benefits:
. Placement on Agilent's Flexible Time-Off accrual schedule
. Rollover of your unused vacation time into Agilent's FTO plan up to
the Agilent accrual cap.
Your service for all other Agilent Technologies' programs will begin on your
first day of employment with Agilent.
<PAGE>
Your employment with Agilent will be on the terms set forth in this letter and
in accordance with Agilent's standard employment policies. Your acceptance of
this offer will terminate any agreements or understandings, whether written or
verbal, which you may previously have entered into with OSI.
Enclosed with this letter are copies of our Standards of Business Conduct.
Adherence to these policies, as well as all other applicable Agilent policies
and procedures, including subsequent changes, is required of all employees. In
order to accept Agilent Technologies' offer of employment, we require a
completed and signed copy of these documents:
1. Agilent Technologies Application
2. Employment Acceptance Form
3. Agilent's current Agreement Regarding Confidential Information and
Proprietary Developments
These important documents must be received by Nadine Melanson, no later than
Friday, December 15, 5:00 PM Pacific Standard Time. Should you accept this
offer, your employment will begin as soon as practical after the close of this
acquisition and will be on the terms set forth in this letter and in
accordance with Agilent Technologies' standard employment policies.
Agilent Technologies is committed to providing reasonable accommodations to
employees with disabilities. If you need any services, please discuss them
with Bob Femino, at (781) 258-0600 (cell) or (978) 266-3394 (office). Any
information regarding the acquisition and/or offer is considered confidential
and may only be discussed with your spouse of partner. If you have any
questions regarding this, Bob is again the recommended contact.
Surely you'd like to know a bit about us before you decide to join the team!
Agilent provides solutions and technologies that revolutionize the way people
live and work. Our businesses include Communications, Life Sciences and
Electronics. Please visit our web site to learn more at --
http://www.agilent.com
----------------------
I hope you will regard this letter as evidence of Agilent's strong desire to
have you join us. We sincerely hope you choose to become a part of Agilent
Technologies and look forward to hearing from you soon.
Sincerely,
/S/ KEITH MILLER
Keith Miller
VP and General Manager
Communications Management Solutions Business Unit
<PAGE>
[LOGO OF AGILENT TECHNOLOGIES] Employment Acceptance Form
Acquisition (Transitional)
OFIS #0128T
Please type or print in black ink.
_______________________________________________________________________________
Boone, Jeff
_______________________________________________________________________________
EMPLOYMENT ACCEPTANCE FORM
I accept Agilent Technologies' offer of employment as outlined in the offer
letter dated December 19, 2000. I further understand and agree that:
1. As a condition of continued employment, business needs may require
that I relocate, travel, and/or work different shifts, positions, or
overtime.
2. Participation in post-employment medical screening may be required.
If medical restrictions cannot be reasonably accommodated, I may not
be hired, or if hired, employment may be terminated.
3. I will comply with Agilent Technologies' Standards of Business
Conduct and Drug-Free Workplace Policy as they may be changed from
time to time. I will sign the enclosed Agreement Regarding
Confidential Information and Proprietary Developments concerning the
protection of proprietary information and the ownership and
assignment of ideas, inventions, and other intellectual property
while employed at Agilent Technologies.
_______________________________________________________________________________
EMPLOYEE SIGNATURE: DATE:
_______________________________________________________________________________
In order to promptly add you to Agilent Technologies' payroll and to
accurately calculate and withhold taxes, please complete the following
additional information:
_______________________________________________________________________________
DATE OF BIRTH
-- --
_______________________________________________________________________________
Resident address (if no permanent address yet, temporary address)
_______________________________________________________________________________
STREET CITY/STATE
_______________________________________________________________________________
COUNTY Agilent Technologies WORK SITE LOCATION (City/State)
_______________________________________________________________________________
<PAGE>
[LETTERHEAD OF AGILENT TECHNOLOGIES]
Agilent Confidential
December 19, 2000
Larry Fiore
101 Parkshore Drive
Folsom, CA 95630
Employee Number: 917936
Dear Larry:
As you know, Agilent Technologies has made a formal proposal to acquire
Objective Systems Integrators, Inc. (OSI). Although a number of your colleagues
who hold other positions within OSI will be offered full-time, regular
employment with Agilent Technologies, our assessment indicates that your
position is not needed on a full-time, regular basis. We do, however,
recognize that your talent and expertise will be important to a successful
transition. Therefore, we are pleased to offer you short-term and conditional
employment with Agilent Technologies for a period not to exceed six months. This
offer is contingent upon the successful closing of the proposed acquisition of
OSI by Agilent Technologies.
The following conditions apply, should you accept this offer:
1. You will begin employment with Agilent Technologies at a monthly base
salary of $18,500 and will be transitioned to Agilent's compensation,
benefits, and payroll as soon as is practical after the closing.
2. Your employment is for a limited time only; you specifically agree that
upon the provision of 2 weeks notice, Agilent may terminate your
employment at any time after the expiration of 6 months from the date
your employment begins.
3. You will not be eligible for Agilent's standard workforce balancing
programs at termination.
Your service for all other Agilent Technologies programs will begin on your
first day of employment with Agilent. Other resources are available for you to
learn more about the company, including our redesigned web site at
http://www.agilent.com. Agilent provides solutions and technologies that
revolutionize the way people live and work. Our business include Communications,
Life Sciences and Electronics.
Your employment with Agilent will be on the terms set forth in this letter and
in accordance with Agilent's standard employment policies. Excluding the
Severance Agreement dated December 15, 1999 and the Officer Compensation
Agreement dated May 15, 1999 your acceptance of this offer will terminate any
agreements or understandings, whether written or verbal, which you may
previously have entered into with OSI.
Enclosed with this letter are copies of our Standards of Business Conduct.
Adherence to these policies, as well as all other applicable Agilent policies
and procedures, including subsequent changes, is required of all employees. In
order to accept Agilent Technologies' offer of conditional employment, we
require a completed and signed copy of these documents.
1. Agilent Technologies Application
2. Employment Acceptance Form
3. Agilent's current Agreement Regarding Confidential Information and
Proprietary Developments
<PAGE>
These important documents must be received by Nadine Melanson, no later than
Friday, December 20, 5:00 PM Pacific Standard Time. Should you accept this
offer, your employment will begin as soon as practical after the close of this
acquisition and will be on the terms set forth in this letter. Your acceptance
of this conditional offer also indicates your understanding and acceptance of
the specific and conditional terms applicable to your short-time employment with
Agilent Technologies.
We will support you in looking at full-time employment opportunities with
Agilent Technologies. You will have access to the Job Searcher database, which
houses all internal and external Agilent openings. Furthermore, we will have
resources available if you need assistance in writing a resume and preparing for
your job search. Feel free to visit the external employment site now, at -
http://jobs. agilent.com.
------------------------
Agilent Technologies is committed to providing reasonable accommodations to
employees with disabilities. If you need any services, please discuss them with
Bob Femino, at (781) 258-0060 (cell) or (978) 266-3394 (office). Any
information regarding the acquisition and/or offer is considered confidential
and may only be discussed with your spouse or partner. If you have any questions
regarding this, Bob is again the recommended contact.
We hope you choose to join Agilent Technologies and look forward to hearing from
you soon.
Sincerely,
/s/ Keith Miller
Keith Miller
VP and General Manager
Communications Management Solutions Business Unit
<PAGE>
[LOGO OF AGILENT TECHNOLOGIES] Employment Acceptance Form
Acquisition (Transitional)
OFIS #0128T
Please type or print in black ink.
_______________________________________________________________________________
Fiore, Larry
_______________________________________________________________________________
EMPLOYMENT ACCEPTANCE FORM
I accept Agilent Technologies' offer of employment as outlined in the offer
letter dated December 19, 2000. I further understand and agree that:
1. As a condition of continued employment, business needs may require
that I relocate, travel, and/or work different shifts, positions, or
overtime.
2. Participation in post-employment medical screening may be required.
If medical restrictions cannot be reasonably accommodated, I may not
be hired, or if hired, employment may be terminated.
3. I will comply with Agilent Technologies' Standards of Business
Conduct and Drug-Free Workplace Policy as they may be changed from
time to time. I will sign the enclosed Agreement Regarding
Confidential Information and Proprietary Developments concerning the
protection of proprietary information and the ownership and
assignment of ideas, inventions, and other intellectual property
while employed at Agilent Technologies.
_______________________________________________________________________________
EMPLOYEE SIGNATURE: DATE:
_______________________________________________________________________________
In order to promptly add you to Agilent Technologies' payroll and to
accurately calculate and withhold taxes, please complete the following
additional information:
_______________________________________________________________________________
DATE OF BIRTH
-- --
_______________________________________________________________________________
Resident address (if no permanent address yet, temporary address)
_______________________________________________________________________________
STREET CITY/STATE
_______________________________________________________________________________
COUNTY Agilent Technologies WORK SITE LOCATION (City/State)
_______________________________________________________________________________
<PAGE>
[LETTER HEAD OF AGILENT TECHNOLOGIES]
Agilent Confidential
December 20, 2000
Dan Line
101 Parkshore Drive
Polsom, CA 95630
Employee Number: 918288
Dear Dan:
As you know, Agilent Technologies has made a formal proposal to acquire
Objective Systems Integrators Inc. (OSI). Although a number of your colleagues
who hold other positions within OSI will be offered full-time, regular
employment with Agilent Technologies, our assessment indicates that your
position is not needed on a full-time, regular basis. We do, however, recognize
that your talent and expertise will be important to a successful transition.
Therefore, we are pleased to offer you short-term and conditional employment
with Agilent Technologies for a period not to exceed nine months. However,
everything is contingent on the actual closing of the sale to Agilent
Technologies.
In addition, we will honor your change of control agreement, including the
treatment of your outstanding OSI options. These options will be converted in
price and quantity to an equivalent value of Agilent options at the close date,
and the immediately vested at that time. You will have one year to exercise
these converted Agilent options from date of close.
The following conditions apply, should you accept this offer:
1. You will begin employment with Agilent Technologies at a monthly
base of $20,000 and will be transitioned to Agilent's compensation,
benefits, and payroll as soon as practical after the closing.
2. In addition to base salary, you will receive a commission, payable
quarterly, which will be based on net revenues for OSI which,
include all License, Pro Services and Maintenance fees. The rate of
commission will be 0.30%. For example, if OSI's net revenue for Q3
(January 1 through March 31) are $29M, the gross commission earned
would be $87,000. For purposes of calculation of commission amounts,
License Fees shall include all payments due or to become due to OSI
from an end-user or third-party reseller for the right to use OSI
products, Pro Services Fees shall include all payments due or to
become due to OSI from a customer for OSI Professional Services or
training, and Maintenance Fees shall include all payments due or to
become due to OSI from a customer for OSI Support Services provided
by OSI's Technical Assistance Center.
3. Your employment is for a limited time only. Agilent may terminate
your employment at any time after the expiration of 9 months from
the date your employment begins.
4. You will not be eligible for Agilent's standard workforce balancing
programs at termination.
During you time with Agilent, you will receive credit for your continuous
service with OSI for placement on Agilent's Flexible Time-Off actual schedule
and rollover of your unused vacation into Agilent's FTO plan.
Your service for all other Agilent Technologies programs will begin on your
first day of employment with Agilent. Other resources are available for you to
learn more about the company, including our redesigned web
site-http://www.agilent.com. Agilent provides solutions and technologies that
revolutionize the way people live and work. Our businesses include
Communications, Life Sciences and Electronics.
<PAGE>
Your employment with Agilent will be on the terms set forth in this letter and
in accordance with Agilent's standard employment policies. Excluding the
Severance Agreement dated December 15, 1999 and the Compensation Agreement
dated December 1, 1999 your acceptance of this offer will terminate any
agreements or understandings, whether written or verbal, which you may
previously have entered into with OSI.
Enclosed with this letter are copies of our Standards of Business Conduct.
Adherence to these policies, as well as all other applicable Agilent policies
and procedures, including subsequent changes is required of all employees. In
order to accept Agilent Technologies offer of conditional employment, we require
a completed and signed copy of these documents:
1. Agilent Technologies's Application
2. Employment Acceptance Form
3. Agilent's current Agreement Regarding Confidential Information and
Proprietary Developments
These important documents must be received by Nadine Melanson, no later than
Wednesday, December 20, 2000, noon Pacific Standard Time. Should you accept
this offer, you employment will begin as soon as practical after the close of
this acquisition and will be on the terms set forth in this letter. Your
acceptance of this conditional offer also indicates your understanding and
acceptance of the specific and conditional terms applicable to your short-time
employment with Agilent Technologies.
We will support you in looking at full-time employment opportunities within
Agilent Technologies. You will have access to the Job Searcher database, which
houses Agilent openings. Feel free to visit the external employment site now,
at http://jobs.agilent.com.
-----------------------
Agilent Technologies is committed to providing reasonable accommodations to
employees with disabilities. If you need any services, please discuss them with
Bob Femino at (781)258-0060 (cell) or (978) 266-3394 (office). Any information
regarding the acquisition and/or offer is considered confidential and may only
be discussed with your spouse or partner. If you have any questions regarding
this, Bob is again the recommended contact.
We hope you choose to join Agilent Technologies and look forward to hearing from
you soon.
Sincerely,
/s/ Keith Miller
Keith Miller
VP and General Manager
Communications Management Solutions Business Unit
Agilent Technologies
<PAGE>
[LOGO OF AGILENT TECHNOLOGIES] Employment Acceptance Form
Acquisition (Transitional)
OFIS #0128T
Please type or print in black ink.
_______________________________________________________________________________
Line, Dan
_______________________________________________________________________________
EMPLOYMENT ACCEPTANCE FORM
I accept Agilent Technologies' offer of employment as outlined in the offer
letter dated December 19, 2000. I further understand and agree that:
1. As a condition of continued employment, business needs may require
that I relocate, travel, and/or work different shifts, positions, or
overtime.
2. Participation in post-employment medical screening may be required.
If medical restrictions cannot be reasonably accommodated, I may not
be hired, or if hired, employment may be terminated.
3. I will comply with Agilent Technologies' Standards of Business
Conduct and Drug-Free Workplace Policy as they may be changed from
time to time. I will sign the enclosed Agreement Regarding
Confidential Information and Proprietary Developments concerning the
protection of proprietary information and the ownership and
assignment of ideas, inventions, and other intellectual property
while employed at Agilent Technologies.
_______________________________________________________________________________
EMPLOYEE SIGNATURE: DATE:
_______________________________________________________________________________
In order to promptly add you to Agilent Technologies' payroll and to
accurately calculate and withhold taxes, please complete the following
additional information:
_______________________________________________________________________________
DATE OF BIRTH
-- --
_______________________________________________________________________________
Resident address (if no permanent address yet, temporary address)
_______________________________________________________________________________
STREET CITY/STATE
_______________________________________________________________________________
COUNTY Agilent Technologies WORK SITE LOCATION (City/State)
_______________________________________________________________________________
