Exhibit 10(f)(ii)
AGREEMENT
---------
THIS AGREEMENT, effective as of the 1st day of September, 1999, and entered
into this 25th day of October, 1999, by and between QMS, Inc. ("QMS"), a
Delaware corporation, and EDWARD E. LUCENTE ("Lucente"), an individual. QMS and
Lucente are collectively referred to in this Agreement as the Parties.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, QMS recently experienced a change in control, which resulted when
Minolta Investments Company acquired a majority share of QMS stock; and
WHEREAS, Lucente contends that he is entitled to payments for his past
services rendered to QMS as a result of the change in control; and
WHEREAS, QMS disputes that Lucente is entitled to such payments; and
WHEREAS, in an effort to resolve this dispute, QMS desires to adopt the
nonqualified deferred compensation plan contained herein for Lucente for such
past services;
NOW, THEREFORE, in consideration of the mutual covenants and promises of
the
Parties to this Agreement, the sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows:
1. QMS hereby adopts a nonqualified plan which shall provide Lucente
deferred compensation for such past services in the sum of $1,800,000 (plus all
interest earned on the trust provided for in Paragraph 3 below) at the earliest
to occur of the following:
a. August 1, 2002,
b. Lucente's death,
c. Lucente ceasing to be an employee of QMS, or
d. a substantial diminishment of his working conditions, authority,
compensation, benefits, "perks", or status to which he has not previously
consented, including, without limitation, a substantial reduction in the scope
of his duties or authority, his removal from the Board of Directors of QMS (the
"Board") or his failure to be re-elected as Chairman of the Board and/or as a
member of the Board, his removal as president or chief executive officer or his
failure to be re-elected as such, or an unreasonable and continuing refusal by
the Board to support him on a material and/or strategic issue confronting QMS.
2. The $1,800,000 deferred compensation provided in Paragraph 1 above
shall be paid in four equal annual installments of $450,000 each, the first of
which installments shall be due and payable upon Lucente becoming entitled to
said deferred compensation under said Paragraph 1 and subsequent installments
being due and payable on the first, second, and third annual anniversaries of
the said first installment. In addition, an amount equal to one-fourth of the
interest then on hand in the trust provided for in Paragraph 3 shall be paid
with the first of such installments, an amount equal to one-third of the
interest on hand in such trust at the payment of such second installment shall
be paid with such second installment, an amount
-10-
equal to one-half of the interest on hand in such trust at the payment of such
third installment shall be paid with such third installment, and all interest on
hand in such trust at the payment of the fourth of such installments shall be
paid with such fourth installment.
3. QMS shall fund its obligations under this Agreement by use of a
"rabbi" trust with South Alabama Trust Company or a bank acceptable to Lucente
(which shall not be useable or reachable by QMS for any purpose other than the
payment of its obligations under this Agreement as long as any such obligations
remain and are unpaid, but which trust shall be subject to judicial levy by
creditors of QMS) and depositing therein the sum of $50,000 on the first day of
September, 1999, and a like amount on the first day of each of the next thirty-
five months thereafter. QMS shall pay all expenses of establishing and
maintaining such trust. Lucente shall have no right to reach the assets in such
trust except to the extent QMS fails to pay him the amounts due hereunder. QMS
and Lucente agree that T. Richard Spoor shall handle investing the assets of the
trust. T. Richard Spoor is to invest the assets of the trust in any and all
stocks, bonds, notes, securities, interests in investment trusts and mutual
funds, or other interest bearing investments suitable for investment by a
prudent man and acceptable to Lucente.
4. Any payments due under this Agreement to Lucente shall be paid to
Lucente if he is then living; or if not, to his then living widow, if any; or if
none, to the executors or administrators of his estate.
-11-
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement
as of the day and year indicated above.
QMS Edward E. Lucente
By: /s/ Thomas L. McGoogan /s/ Edward E. Lucente
Its Vice President, HR
ATTEST: /s/Albert A. Butler
Its Secretary
-12-