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Supplemental Retirement Benefit Plan

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Exhibit 10(x)


DATA GENERAL CORPORATION
SUPPLEMENTAL RETIREMENT BENEFIT PLAN


Effective: October 1, 1989


TABLE OF CONTENTS


Article and Section Page


I. Introduction . . . . . . . . . . . . . . . . 1


1.1 Name . . . . . . . . . . . . . . . . . 1
1.2 Purpose . . . . . . . . . . . . . . . . 1
1.3 Effective Date . . . . . . . . . . . . 1


II. Definitions . . . . . . . . . . . . . . . . 2


III. Eligibility to Participate . . . . . . . . 9


3.1 Eligibility Requirement . . . . . . . . 9
3.2 Participation . . . . . . . . . . . . . 9


IV. Supplemental Retirement Benefits. . . . . . 10


4.1 Supplemental Retirement Benefit . . . . 10
4.2 Form of Payment . . . . . . . . . . . . 10
4.3 Commencement of Supplemental Retirement
Benefits at Retirement . . . . . . . . 11
4.4 Accrued Supplemental Retirement Benefit 11
4.5 Vested Supplemental Retirement Benefit. 11
4.6 Supplemental Pre-Retirement Death
Benefit . . . . . . . . . . . . . . . . 11
4.7 Allocation of Surplus Assets of the
Trust Upon Change In Control of the
Company . . . . . . . . . . . . . . . . 11
4.8 Forfeiture of Benefits. . . . . . . . . 12
4.9 Accrual of Benefits Upon Termination of
Plan. . . . . . . . . . . . . . . . . 13
4.10 Medical Benefits. . . . . . . . . . . . 13


V. Trust . . . . . . . . . . . . . . . . . . . 14


5.1 Administration and Management of
the Trust Fund. . . . . . . . . . . . . 14
5.2 Valuation of the Trust Fund . . . . . . 14


VI. Administration . . . . . . . . . . . . . . 15


6.1 The Committee . . . . . . . . . . . . . 15
6.2 Administrative Rules . . . . . . . . . 15
6.3 Decisions and Actions of
Committee . . . . . . . . . . . . . . 15
6.4 Authorization of Payments . . . . . . . 15
6.5 Administrative and Professional
Assistance . . . . . . . . . . . . . 16
6.6 Appointment of Investment
Managers . . . . . . . . . . . . . . 16
6.7 Reliance on Actuary . . . . . . . . . . 16
6.8 Agent for Service of Legal
Process . . . . . . . . . . . . . . . 16
6.9 Plan Expenses . . . . . . . . . . . . . 16
6.10 Records and Reports . . . . . . . . . . 17
6.11 Multiple Fiduciary Capacities . . . . . 17
6.12 Indemnification . . . . . . . . . . . . 17


VII. Adoption of Plan By Affiliated Company . . . 18


VIII. Miscellaneous . . . . . . . . . . . . . . . 19


8.1 Non-Guarantee of Employment . . . . . 19
8.2 Rights Under the Retirement Plan . . . 19
8.3 Payment of Benefits to Incompetent . 19
8.4 Missing Person . . . . . . . . . . . 19
8.5 Forms . . . . . . . . . . . . . . . . 20
8.6 Notices . . . . . . . . . . . . . . . 20
8.7 Amendment . . . . . . . . . . . . . . . 21
8.8 Right to Terminate Plan . . . . . . . . 21
8.9 Merger/Consolidation of Plan and Trust. 21
8.10 Controlling Law . . . . . . . . . . . . 21
8.11 Rights to Trust Fund Assets . . . . . . 21
8.12 Nonassignability . . . . . . . . . . . 21
8.13 Separability . . . . . . . . . . . . . 22
8.14 Captions . . . . . . . . . . . . . . . 22
8.15 Terminology . . . . . . . . . . . . . . 22


ARTICLE I


INTRODUCTION


1.1. Name. The Plan set forth herein shall be known as
the Data General Corporation Supplemental Retirement Benefit Plan.


1.2 Purpose. The Data General Corporation Supplemental
Retirement Benefit Plan is established by the Data General
Corporation to provide its employees with certain benefits that
cannot be provided under the Data General Corporation Retirement
Plan.


1.3 Effective Date. The Plan shall be effective
October 1, 1989.


ARTICLE II


DEFINITIONS


Whenever used in this Plan, unless the context clearly indicates
otherwise, the following terms shall have the following meanings:


2.1 "Actuarial Present Value" means the value of the benefit
to the Participant payable at age sixty-five (65) calculated in
accordance with the most recently published rates set by the
Pension Benefit Guaranty Corporation.


2.2 "Affiliated Company" means any corporation which is a
member of the controlled group of corporations of which the
Company is a member. For purposes hereof, a "controlled group of
corporations" shall mean a controlled group of corporations as
defined in Section 1563(a) of the Code, determined without regard
to Section 1563(a)(4) and (e)(3)(C) of the Code, or any trade or
business (whether or not incorporated) which is under common
control with the Company within the meaning of Section 414(c) of
the Code.


2.3 "Beneficiary" or "Beneficiaries" means any qualified
individual or individuals designated by a Participant to receive
amounts payable hereunder if such individual or individuals
survive(s) the Participant. In the absence of any such
designation the "Beneficiary" shall be the Participant's Eligible
Spouse or if there is no Eligible Spouse, the Participant's
estate.


2.4 "Board" means the board of directors of the Company.


2.5 "Change in Control of the Company" shall mean:
(i) The acquisition, other than from the Company,
by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 25%
or more of either the then outstanding shares of common stock of
the Company (the "Outstanding Company Common Stock") or the
combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"), provided,
however, that any acquisition by the Company or any of its
subsidiaries, or by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any of its subsidiaries,
or by any corporation with respect to which, following such
acquisition, more than 60% of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors is then beneficially owned,
directly or indirectly, by all or substantially all the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, shall not constitute a Change of
Control; or
(ii) Individuals who, as of January 1, 1989,
constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board, provided that any
individual becoming a director subsequent to January 1, 1989 whose
election, or nomination for election, by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the
Company (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act); or
(iii) Approval by the stockholders of the Company
of a complete liquidation or dissolution of the Company or of the
sale or other disposition of all or substantially all of the
assets of the Company, or of a reorganization, merger or
consolidation, in each case, with respect to which all or
substantially all of the individuals and entities who were the
respective beneficial owners of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior
to such reorganization, merger or consolidation do not, following
such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or
consolidation.


2.6 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.


2.7 "Committee" means the person, persons or entity
appointed by the Board to administer the Plan.


2.8 "Company" means Data General Corporation, a Delaware
corporation, and any successor thereto which agrees to continue
the Plan.


2.9 "Compensation" means the annual regular base rate of
pay paid by a Participating Company to a Participant, determined
as of the first day of the Plan Year (or, if the Participant was
not an Employee on the first day of the Plan Year, the annual
regular base rate of pay of such Participant on the first day
during such Plan Year on which he performs an Hour of Service),
excluding overtime, shift differential, group leader differential,
bonuses, and all other special payments and commissions.
Compensation, for Participants who are eligible to earn sales
incentives and commissions, means the annual regular base rate of
pay paid by a Participating Company to a Participant, determined
as of the first day of the immediately prior Plan Year (or, if the
Participant was not an Employee on the first day of the Plan Year,
the annual regular base rate of pay of such Participant on the
first day during the Plan Year on which such Participant performs
an Hour of Service) plus the aggregate incentives and commissions
paid to the Participant for the twelve (12) month period ending
with the September 30th immediately preceding the first day of the
Plan Year, or guaranteed commissions and draws, if applicable, but
not to exceed one hundred and twenty five percent (125%) of the
target salary of Employees in the same job classification as the
Participant (as determined by the Participating Company) for the
Plan Year. Notwithstanding the foregoing, in no event shall a
Participant's Compensation be less than the annual regular base
rate of pay determined as of the first day of the Plan Year.
Compensation shall not include any Contributions made by a
Participating Company to fund a Participant's benefits under the
Plan, and shall not include amounts contributed by a Participating
Company on behalf of a Participant under any other employee
benefit plan other than contributions resulting from compensation
deferred by Participants under the Data General Corporation
Savings and Investment Plan and the Data General Corporation
Flexible Benefits Plan.


2.10 "Credited Service" shall have the same meaning as that
expression is used in the Data General Corporation Retirement
Plan.


2.11 "Early Retirement Date" means the first day of the
calendar month coincident with or next following the date on which
a Participant has attained age fifty-five (55) and completed five
(5) Years of Service.


2.12 "Effective Date" means October 1, 1989.


2.13 "Eligible Spouse" means the spouse to whom a
Participant is married on the date payment of such Participant's
benefits is made under the Plan for purposes of a joint and
survivor annuity or the spouse to whom a Participant is married on
the date such Participant dies if the Participant dies before
payment of benefits commence under the Plan.


2.14 "Employee" means any person who is employed by one or
more Participating Companies or is a United States citizen
employed by an Affiliated Company which is a domestic subsidiary
engaged in business outside of the United States within the
meaning of Section 407 of the Code or a foreign subsidiary within
the meaning of Section 406 of the Code. The term "Employee" shall
include any person on an authorized leave of absence, but shall
not include: (i) any person included in a unit of employees
covered by a collective bargaining agreement (as so determined by
the Secretary of Labor) between employee representatives and one
or more Participating Companies if retirement benefits were the
subject of good faith bargaining between such employee
representatives and any such Participating Company unless such
collective bargaining agreement expressly provides for the
inclusion of such persons as Participants in the Plan, or (ii)
any person who is a nonresident alien and who received no earned
income (within the meaning of Section 911(b) of the Code) from a
Participating Company which constitutes income from sources within
the United States (within the meaning of Section 861(a)(3) of the
Code).


2.15 "Existing Board of Directors" means the persons
constituting the Company's Board of Directors on October 1, 1989,
together with each new director whose election, or nomination for
election by the Company's stockholders, was previously approved,
or is approved within thirty (30) days after his election or
nomination, by a vote of at least two-thirds (2/3) of the
directors in office prior to his election as a director.


2.16 "FICA Wage Base" means the maximum taxable earnings for
the calendar year under the Federal Insurance Contributions Act of
1935, as amended from time to time.


2.17 "Hours of Service" shall be based on the records
maintained by a Participating Company or an Affiliated Company and
shall include the following:


(a) Performance of Duties. Each hour for which an
Employee is paid, or entitled to payment, by a
participating Company or an Affiliated Company for the
performance of duties.


(b) Back Pay. Each hour for which back pay
(irrespective of mitigation of damages) has been either
awarded or agreed to by a Participating Company or an
Affiliated Company.


(c) Non-Working Time Pay. Each hour for which an
Employee is paid, or entitled to payment, by a
Participating Company or an Affiliated Company for
reasons other than for the performance of duties during
a period of service with a Participating Company or
Affiliated Company (irrespective of whether the
employment relationship has terminated), such as
vacation, holiday, sickness, disability, jury duty,
military duty or compensated leave of absence and
similar paid periods; provided, however, that if such
compensated leave of absence is for a Maternity or a
Paternity Leave then such Hours of Service will be
credited in accordance with Section 2.17(g) hereof.
However, no more than 1170 Hours of Service will be
credited under this Section 2.17(c) for any single
continuous period during which the Employee performs no
duties.


(d) Uncompensated Leaves of Absence. Solely for
purposes of determining whether an Employee has incurred
a One-Year Break in Service and subject to the
provisions of Sections 4.3 and 4.4 of the Retirement
Plan regarding foreign service assignment and Authorized
Leaves of Absence, Hours of Service shall include each
hour during which an Employee is on an uncompensated
leave of absence; provided, however, that if such
uncompensated leave of absence is for a Maternity or
Paternity Leave, then such Hours of Service shall be
credited in accordance with Section 2.17(g) hereof.


(e) Non-Working Time and Computation Periods. The
rules for determining Hours of Service for periods
during which an Employee performs no duties and for
determining the manner in which an Employee's Hours of
Service will be credited to computation periods shall be
the rules contained in Sections 2530.200-2(b) and 2(c)
of the regulations promulgated by the Secretary of Labor
regarding Hours of Service which are hereby incorporated
by reference.


(f) Determination of Service To Be Credited to
Employees. The number of Hours of Service to be credited
to Employees in a computation period shall be based on
weeks of employment. An Employee shall be credited with
forty-five (45) Hours of Service for each week which the
Employee would be required to be credited with at least
one (1) Hour of Service in accordance with the rules
set forth in Section 1.28(a), (b), (c) or (d) of the
Retirement Plan.


(g) Maternity and Paternity Leaves. Solely for
purposes of determining whether an Employee has incurred
a One-Year Break in Service with respect to
participation and vesting, during a Maternity or
Paternity Leave, an Employee will be credited with each
hour for which he or she normally would have been paid,
or entitled to payment, by a Participating Company or an
Affiliated Company, or if such number of hours cannot be
determined, then eight (8) hours for each day of such
Maternity of Paternity Leave, up to a maximum of five
hundred one (501) hours for any single continuous period
(whether or not such period occurs in a single Plan
Year); provided, however, that the Employee must supply
the Committee with such timely information as is
reasonably required to establish (i) that such absence
from work is a bona fide Maternity or Paternity Leave
and (ii) the number of days during such Maternity or
Paternity Leave. Each such Hour of Service shall be
credited to the Plan Year in which such Maternity or
Paternity Leave begins if needed to prevent a One-Year
Break in Service which might otherwise occur during such
Plan Year, or if not, then to the following Plan Year.


2.18 "Normal Retirement Date" means the date on which a
Participant has attained age sixty-five (65) and completed five
Years of Service.


2.19 "Participant" shall mean an eligible Employee who
becomes a Participant in the Plan as provided in Article III
hereof.


2.20 "Participating Company" shall mean the Company and any
Affiliated Company which adopts the Plan pursuant to Article VII
hereof.


2.21 "Plan" means the Data General Corporation Supplemental
Retirement Benefit Plan as set forth herein, including any
amendments hereafter adopted.


2.22 "Plan Year" means the period of twelve (12) months
beginning on October 1 of each calendar year and ending on the
following September 30 beginning on or after the Effective Date.


2.23 "Predecessor Company" means any person, firm or
corporation not previously controlled by, or under common control
with, the Company or any Affiliated Company prior to the time such
entity merges with or into, or consolidates with or is acquired
by, the Company or any Affiliated Company.


2.24 "Retirement Plan" means the Data General Corporation
Retirement Plan, as amended from time to time.


2.25 "Supplemental Retirement Benefit" means the amount
determined in accordance with the provisions of Section 4.1 of
Article IV of this Plan.


2.26 "Termination of Employment" or "Terminates Employment"
means termination of employment with any Participating Company or
Affiliated Company, whether voluntarily or involuntarily, other
than by reason of a Participant's retirement on or after his Early
Retirement Date or Normal Retirement Date, death, Total and
Permanent Disability or transfer to a Participating Company or
Affiliated Company.


2.27 "Total and Permanent Disability" means the total and
permanent incapacity of a Participant to perform the usual duties
of his employment because of a mental, physical or emotional
condition. Such incapacity shall be deemed to exist only when (i)
a Participant's condition satisfies the definition of disability
used to determine eligibility for disability benefits under the
Federal Social Security Act and (ii) such Participant is receiving
disability benefits under such Act.


2.28 "Trust" means the legal entity organized pursuant to
the Trust Agreement between the Company and the Trustee to hold
and administer the Trust Fund in which Contributions made
hereunder are to be held, invested and disbursed to or for the
benefit of Participants, their Eligible Spouses, dependents or
Beneficiaries.


2.29 "Trust Agreement" means the trust agreement between the
Company and the Trustee together with any amendments thereto.


2.30 "Trust Fund" means the total of Contributions made by
the Participating Companies to the Trust pursuant to the Plan,
increased by profits, gains, income and recoveries received, and
decreased by losses, depreciation, benefits paid and expenses
incurred in the administration of the Plan and Trust, all in
accordance with the provisions of the Trust Agreement.


2.31 "Trustee" means the person, persons or entity selected
by the Board to serve as Trustee pursuant to the Trust Agreement
and any successor or successors thereof.


2.32 "Valuation Date" shall mean the last day of any Plan
Year, and as the Committee in its sole discretion may from time to
time determine, the last business day of any quarter of any Plan
Year.


2.33 "Years of Service" shall have the same meaning as that
expression is used in the Retirement Plan.


ARTICLE III


ELIGIBILITY TO PARTICIPATE


3.1 Eligibility Requirement. Each Employee of the
Company shall be eligible to participate in the Plan if he/she is
a highly compensated employee as that term is defined by Section
414(q) of the Code and he/she earns Compensation equal to or
greater than two times the FICA Wage Base.


3.2 Participation. Each eligible Employee shall become
a Participant in the Plan as of the date he satisfies the
following:
a. meets the requirements of Section 3.1 hereunder
and is a participant in the Retirement Plan and
either Sections 3.2(b) or 3.2(c) below;


b. the eligible Employee's pension benefit under
the Retirement Plan is in excess of the limitations
contained in Sections 415(b), 415(c) and/or 415(e)
of the Code or is otherwise reduced due to the
limitations under 401(a)(17) of the Code;


c. the eligible Employee's pension benefit under
the Retirement Plan would be greater if calculated
by an amount equal to one percent (1%) of his
Compensation not in excess of the FICA Wage Base
for each year of Credited Service, plus two percent
(2%) of such Compensation (as defined in the
Retirement Plan) in excess of the FICA Wage Base
for each year of Credited Service than the one and
one half percent (1 1/2%) of his Compensation for
each year of Credited Service as provided for in
the Retirement Plan;


ARTICLE IV


SUPPLEMENTAL RETIREMENT BENEFIT


4.1 Supplemental Retirement Benefit. At his
commencement date specified in Section 4.3, a Participant's annual
Supplemental Pension Benefit shall equal (a) less (b) below:


a. the Participant's accrued benefit through
September 30, 1989 plus the Participant's annual
retirement benefit calculated in an amount equal to
one percent (1%) of his Compensation up to the FICA
Wage Base for each year of Credited Service plus
two percent (2%) of such Compensation in excess of
the FICA Wage Base for each year of Credited
Service beginning October 1, 1989, for each active
Participant as of October 1, 1991, the active
Participant's accrued benefit through September 30,
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