Conference 7.286::digital

    Absolutely outta control
    
    (IMNSHO)
    Tony

    
    uh oh....
    
    look, we made money last year.
    
    The guys at the top (who delivered) get some cash. Fine by me. The ones
    that didn't deliver, bye bye.
    
    Now, the key thing is to ensure the company makes *more* money this
    year, so maybe we can all get some more $$. And, frankly, I want those
    guys at the top to stick around and help.
    
    
    AW

    So which one of the fellows in .0 is responsible for providing a
    hardcopy version of our Systems and Options Catalog?
    
    8-)
    Randy
    

	Gee Charlie got a 35% raise 1994-1995 and a 41% bonus.

	I got a 0% raise 1994-1995 and a 7% bonus.

	Why should I complain...

					--Doug

    
    
    ahhhhh..it's only money.
    Luckily those of us on the bottom are only in it for love of the
    company and our work. 
    Geez..I love it here so much I'd work for free....maybe I'll go ahead
    and send my next few paychecks to some of those at the top who need it
    more than I do...they can maybe give it to their kids as allowance.....
    
    8-{

    	I wish one of them would adopt me and give me an allowance. At
    least this explains the silly grins on all their faces whenever I see
    them...laughing all the way to the bank, I suppose.

    
    There is nothing wrong with people getting as much as they can. 
    Someone thinks they are worth that much, right or wrong.  The only
    thing that kills me is that in 3 years, I've only seen a $10 increase
    in my pay check per week, and my house payments have gone up $300 each
    month, or about $75 per week, not counting the inflation in food,
    medical and whatever.  A person can only take so much...
    
    Jim Morton

    Fair...??? @!#$%^&*(
    I work in the location which is considered the "most fast growing area 
    for the company"
    The annual salary increase should happened in Sept. for HK employees. Till 
    today we got 0% increase.
    Why to complain, we all like to work for free  :-)  
    	teresa 

    
     Entries like this really do open your eyes.
    
     The guy's at the top did make things happen and deserve some
     more bennies, but they have to remember that there are also 
     people much further down the chain of command who are also 
     helping the company along and have so far not been rewarded. 
    
     Jan 1992 - Oct 1995  3 level promotion, 0% raise 0% bonus,
    
     Mark.

    
    No rewards here
    
    We all fail or we all succeed... we all should get a piece of the pie
    I worked my heart out to make company goals. I helped the company
    succeed as well!
    
    August 1993 to present 0% increase, 0% bonus
    
    Mark 
                   

    
    	This is very true. In the past three years I have made DECathlon
    twice. Since 1993, no salary increase. My former boss said if I wanted
    more money, I should get a second job.
    
    	I think the boys upstairs better get their noses out of the trough
    quickly, and start making people feel better about their income and
    futures. Be real hard to operate Digital without us "grunts". In
    my whole life, I've never seen officers close, install, maintain,
    and consult for $$$.
    
    		the Greyhawk

Picking up some info from the 1995 Annual report in one of the notesfiles,
it made me think back of some "OLD DAYS" in DEC when everybody shared
in our successes....

the text without >>> in the lh margin is an abstract from Rando's
Q4-FY95/end of year message...




  FY95 was a very successful year for MCS.  We exceeded our Revenue, Profit 
  and Cash Flow commitments to the Corporation which is particularly 
  striking given the extreme pressure from technology displacement, 
  competitive pricing and declines in warranty revenue levels.  I want to 
  thank each of you for your contribution to MCS and for helping the 
  Corporation achieve its goals in FY95. 
  
  Some key highlights for FY95 follow:
 
>>>   From the latest 1995 Annual report:
>>> 
>>>    				  Summary Table of 
>>>    				Executive Compensation
>>>    					FY1995
>>>    
>>>    	Name		Year	Salary	Bonus	Restricted    Stock	All
>>>    				 ($)     ($)	Stock Awards  Options  Other	
>>>    						   ($)		(#)    Comp
>>>    
>>>    
>>>    John J. Rando	1995	348,089	175,000	 143,859     125,000	0
>>>    			1994	259,052    0	    0	      50,000	0
    
   
   
  Again, thank you all for the outstanding effort in FY95.  Because of your 
  dedication, MCS enters FY96 with confidence that we will continue to 
  achieve our commitments to our Customers, Employees and Stockholders.
  
>>> ?? You a MCS Employee get a 100% + increase in net income too ? Or did
>>> the bonus and stock grants/options get lost in the mail ? 

  Regards,
  
  John
  

A few days ago I received my personal copy of the Digital 1995 
Annual Report. In order to save cost the report was distributed 
electronically within Digital via ALL-IN-1. A copy has also been 
made available from VTX IS (Investor Services). I'm a stockholder 
of a few Digital shares, but I think that doesn't matter, since 
the report apparently was distributed to all Digital employees. 

Reading both versions of the report which have been made 
available internally, I cannot find the summary table of 
executive compensation mentioned in the basenote.

I wonder if a "condensed" ;^) version of the report has been made 
available internally.

    Re: .13
    I didn't receive an electronic copy of the annual report, so it's
    just going to some subset of employees.
    
    Wasn't there some talk of profit sharing in one of BP's talks...
    

I agree that the big guys should be well-rewarded for delivering, but they do it
on the backs of the people who work for them, all the way down the food chain.
I'll never be a Harvard MBA, but it seems to me that the whole organization
should be rewarded with bonuses at roughly the same percentage. .0 shows bonuses
ranging from 24-50% for a few individuals, while the vast majority of the people
who put in the effort to make them possible got 0%. This is indeed a gross
inequity, giving the credit only to the leaders. Obviously the corporation
cannot afford to give *everyone* such large bonuses, but it could afford to
spread the bonuses thinner to make sure everyone gets a roughly equal share of
the good news. Give the credit where credit is due. Cold, hard cash makes for
some good credit.

 > Reading both versions of the report which have been made 
 > available internally, I cannot find the summary table of 
 > executive compensation mentioned in the basenote.

 > I wonder if a "condensed" ;^) version of the report has been made 
 > available internally.

 Just some clarification...

 I put the 1995 Digital Annual Report in VTX IS.  There is "no" Executive
 Compensation Summary Table in the hard copy of the actual 1995 report, in
 the E-mail message sent to employees by IS, nor in VTX IS. 

 I've seen similar information to what the basenoter mentioned (Executive 
 Compensation) in past year's proxy statements, but I haven't received the 
 statement in the mail yet.

- Jim

    
    Anyone know how many shares I would need own in order to receive the annual 
    report (electronic or paper format)?
    
    /Kjell

    RE: .16
    
    The compensation table and stock option table is in hard copy format in
    the form of the 1995 Proxy Statment and is not part of the 1995 Annual
    Report.
    
    RE: .17
    
    There is no requirement for share ownership to receive an annual
    report.  Simply contact Investor Services@MKO and they will send you
    one in the mail.  Most every Digital office has a supply of them
    depending on where you are located.  You may request Annual Reports and
    10-K filings by writing:
    
    Digital Equipment Corporation
    Investor Relations Department
    111 Powdermill Road
    MSO2-3/B17
    Maynard, MA 01754
    
    Telephone: 508.493.7182
    Fax: 508.493.7633
    
    Investor services can also be accessed through our homepage on the
    Internet at http://www.digital.com
    
    

    I received my hardcopy over here in the UK ,I note with interest that
    Mr Pesatori started with a base salary of $550,000 which was increased
    to $650,00, as well as various stock options.
    
    In case the poor guy was a bit hard up, Digital loaned him $150,000 in
    order to move to Boston, and gave him a guaranteed bonus of $100,000 as an
    inducement to work for Digital!!
    
    
    Them and us still rules!
    
    Greg

In Asia the average CEO makes 25 X the average employee salary

In Europe  40 X the average employee salary

In USA 100 X the average employee salary and climbing


No idea what the stock options are worth but when all is said and done BP
and pals will be worth millions. Some can say that these people are
worth this kind of money, but one of the biggest factors on the health
of the company is how well it does against it's competition and from
what I've seen HP has blown our doors in terms of revenue and profits over
the last two years.

The last year was one of the best for the computer business in general.
Dollar was week abroad so European and asian sales were high. Economy was
good in US. In general almost all computer companies had good years. If you
are an established computer company and didn't make money last year, then it's
time to close the doors. We've had flat sales and have cut people/expenses real hard
thus returning us to profitablity.

If we have a little down turn in the economy, and little or no room to make further
cuts, it will be interesting to see how DEC will do. It will also be interesting to
see how many of these guys stick around.

    

	I keep hearing the echoes of my managers saying "feel lucky that
you still have a job..." after reading this note and replies.  I recently
read a WSJ article about high-tech and high-paying jobs leaving this 
country or empolyers hiring foreign nationals as replacements.  If I 
remember the article correctly it told about Sealand Corp. replacing 100
software programmers with Phillipino replacements.  As a final insult to 
the injury, some of the workers that were being replaced were asked to
train their Phillipino replacements.  The article went on to mention that
most of the jobs will eventually be located in the Phillipines some of 
"green badgers" will work in New Jersey.  

	My cut on these outrageous compensation packages is that we (the 
"grunts" as it's been so aptly put) are "commodities" and with new labor
markets now coming on line in Southeast Asia, India, Russia, etc., we have
little or no recourse other than to "grin and bear it."

JMTCW,

Dennis

    The job market is as hot today as it was in the early/mid eighties. 
    Just the structure has changed.
    
    A much higher percentage of contract help vs. full time help is being
    sought now.  Cash flow is better, benefits are worse, security is a
    toss-up.
    

    Seems to me that you have two choices:
    
    1. Get another job
    
    2. Become a CEO or Senior VP
    
    Number two is much harder.  If you want the big bucks, pick number 2. 
    There is nothing in this world that is stopping you from pursuing
    number 2, except maybe yourself.  Picking number 2 means making
    sacrifices that most of us are unwilling to make.  All I hear is
    whinning.  There is not one response in here about "how can I become a
    CEO of Senior VP with lots of responsibility".  Most people will be
    afraid of the answer or have to readily admit that they will not do
    what it takes.  I made a conscious decision years ago that I did not
    have the drive or ambition to be in senior management, thus I don't
    earn the big bucks.  But I sure as hell don't complain about those who
    do.  I have two friends who are in senior management positions at other
    companies (homes on the golf course, new cars, really nice digs) and I
    can assure you that they live and breathe the damn job.  They were
    always quick to volunteer for everything and never turned down an
    assignment.  One friend has lived in six different cities, has accepted
    long term assignments out of town, travels extensively, works at night,
    works on weekends and go knows what else.  But I don't complain about
    his money.  I am not willing to make that sacrifice for the money.
    
    If what you want is the money, then do what it takes to get it.
    
    AND COMPLAINING IS NOT ONE OF THEM!!!!!!!!
    

And, if you participate in the SAVE plan (U.S. only?), in July you began getting a 1/3 matching bonus from 
Digital.  Maybe it's not in your pocket today, but it's all yours to spend in the future.

Tony

    In the Proxy Statement, Proposal #5 states:
    To Approve a Stockholders Proposal Relating to Declassification of the
    Board of Directors.
    
    And the Directors Recommend voting against it.
    
    Anyone know what this is about?

     	RE .-1
    
     I think you missed the point.  I didn't see anybody screaming for 
    a 25% bonus or more.  Shouldn't we all received a bonus for the
    success of the company?  Lord knows many of the "trench workers" heads 
    rolled when TFSO was in full swing.  
    
     I don't care to be senior managment, I just want to be rewarded for
    50 hour work weeks, and always going the extra mile for Digital.
    If you think I'm complaining, so be it.
    
    Mark
    

    Regarding the Declassification of the Board of Directors which is point
    5 to be voted on by the Shareholders, simply put there is a proposal 
    put forth by a stockholder who wants to have the board elected each and
    every year instead on once every three years.  Currently there are
    three classes of board members and they are elected once to serve a
    three year term.  His proposal is they will be elected each year to
    serve a one year term.  The boards and his explainations are contained
    on pages 33-34 of the Proxy.
    
    Mav

re: .25

>    In the Proxy Statement, Proposal #5 states:
>    To Approve a Stockholders Proposal Relating to Declassification of the
>    Board of Directors.
>    
>    And the Directors Recommend voting against it.

My understanding is as follows:

Our directors are currently "classified", or divided into three groups.  
Only one group is up for (re)-election in any year. It therefore is not
possible to vote in a majority of new directors at one stockholders'
meeting.  This is one defense against a hostile takeover.

If the proposal passes, our directors would be "declassified".  They would 
then *all* be up for (re)-election *every* year.  It can be argued that 
this makes the directors more accountable.  It can also be argued that this 
makes the corporation more vulnerable to a hostile takeover.  I personally 
believe that both of these arguments are true.  It's up to the stockholders 
to decide the relative merits of the arguments.

The directors' recommendation is obvious.  You can choose to believe their
arguments in the proxy statement, or you can choose to believe they're 
protecting themselves.  The recommendation is the same in either case.

Ray

Another snippet From the 1995 annual report:

 In May 1994, the Board of Directors approved a program to offer employees
 of the Corporation (other than executive officers of the Corporation) the
 opportunity to exchange their outstanding stock options for new options to
 purchase a reduced number of shares of common stock at a per share exercise
 price equal to the fair market value of the common stock on the date the
 program was approved (the "Regrant Program"). Under the Regrant Program,
 outstanding options granted between 1985 and 1993 to purchase up to
 11,854,084 shares of common stock with an average exercise price of $59.43
 per share could be exchanged for new options to purchase up to 4,554,870
 shares with an exercise price of $22.88 per share. 

>>> This indicates an average 1 : 2.6 regrant ratio. 
>>> Paper I received gave me a 1 : 7 
>>> wonder who averaged my offer...

>>> I know - I know - just keep up the good work...
>>> and stay fully engaged so you don't have the time to worry about 
>>> things like this...
                

   RE: .29

%                                               Under the Regrant Program,
% outstanding options granted between 1985 and 1993 to purchase up to
% 11,854,084 shares of common stock with an average exercise price of $59.43
% per share could be exchanged for new options to purchase up to 4,554,870
% shares with an exercise price of $22.88 per share.
%
%>>> This indicates an average 1 : 2.6 regrant ratio.
%>>> Paper I received gave me a 1 : 7
%>>> wonder who averaged my offer...

    ( 11,854,084 * $59.43 ) / ( 4,554,870 * $22.88 ) = 6.76

        AJ
 End of note

    Sorry AJ --
    using the reasoning you offer I should have gotten 2.24 : 1...
    
    checked the paperwork and it was a straigt 7 : 1 based on the # of
    options unexercised...
    
    /c

    
    	In any case, a hell of a lot better deal than I get....
    
    
    
    			the Greyhawk

    
    Greyhawk.....
    
    
    		Your not one of the 80% that got a wonderful pay rise...?
    
    
    			Now that IS a surprise ------ NOT..
    
    	
    				Me either!
    
    
    					\_spile_/
    
    
    						Without share options too!

    TO QUIT COMPLAINING   :  I can see why you would never be able to be a
    CEO or VP.  Would you come work for me so that I can have you do all my
    work while I get the big bucks ? 
    
    With out 62,000+- people would Mr palmer be where he is now ?  I do not
    think so.  Fair is fair and let us not forget that the biggest reason
    that this company is now making money is because 70,000+ workers have
    lost their jobs and the rest of us are working harder.  When time comes
    for you to get a raise for working harder and doing a good job please
    send it to me every week as a bonus and do not complain that you had to
    do it.  

    
    	After reading .34 three times, I'm still confused as to your point.
    
    	Are you happy, or sad; agreived, or delighted; sounds like a
    manager's memo to me....
    
    	My point is that the 90's are "team effort" times. For solo
    performers to stand out and justify their existence as being "beyond"
    the team's contribution, is pure BS.
    
    	Digital is profitable in spite of senior management, not because of
    it. It is us "grunts" in the trenches that is winning the daily battles
    for Digital, not some groovy loonytunes in the rear taking credit for
    OUR work. 
    
    	And it is time for Digital to start recognizing that effort with
    raises, worker bee options, and public acknowledgement of our value.
    
    	Period. End of story.
    
    	
    		the Greyhawk

     RE .35
    
     The Greyhawk has hit the nail on the head again.
    
     Mark
     (Who is working Sunday instead of spending time with my family)
    
     

    
    
      Anyone who would like to see financial reports filed with the
     SEC (including Digitals) can use the WWW page:
    
     http://www.sec.gov/cgi-bin/srch-edgar
    
     That's where I first learned of our 'leaders' excellent bonuses.
    
    
    	Bill