STORAGE TECHNOLOGY CORPORATION
Employment Agreement
May 19, 1999
TABLE OF CONTENTS
Section 1. Position. . . . . . . . . . . . ............................ . . 1
Section 2. Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Base Compensation. . . . . . . . . . . . . . . . . . . . . . . . 2
Section 4. Incentive Bonuses. . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Termination of Employment; Severance Benefits. . . . . . . . . . 3
Section 5.a. Involuntary Termination . . . . . . . . . . . . . . . . . . . 3
Section 5.b. Voluntary Resignation; Termination for Cause. . . . . . . . . . 3
Section 5.c. Restricted Stock and Stock Options. . . . . . . . . . . . . . . 3
Section 5.d. Medical Benefits................................. . . . . . . . 4
Section 5.e. Other Benefits. . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5.f. Notice of Termination . . . . . . . . . . . . . . . . . . . . . 5
Section 6 Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . 5
Section 6.a. Cause . . . . . . . . . .. . . .. . . . . . . . . . . . . . . . 5
Section 6.b. Change of Control . . . . . . . . . . . . . . . . . . . . . . . 5
Section 6.c. Disability. . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 6.d. Involuntary Termination . . . . . . . . . . . . . . . . . . . . 6
Section 6.e. Termination Date . . . . . . . . . . . . . . . . .. . . . . . . 7
Section 7. Limitation on Payments. . . . . . . . . . . . . . . . . . . . . 7
Section 8. Non-Compete; Non-Solicit. . . . . . . . . . . . . . . . . . . . 8
Section 9. Employee Benefit Programs. . . . . . . . . . . . . . . . . . . . 9
Section 10. Successors. . . . . . . . . . . . . . . . . . .. . . . . . . . . 10
Section 10.a Company's Successors . . . . . . . . . . . . . . . . . . . . .. 10
Section 10.b. Employee's Successors . . . . . . . . . . . . . . . . . . . . 11
Section 11. Miscellaneous Provisions. . . . . . . . . . . . . . . . . . . . 11
Section 11.a. Withholding. . . . . . . . . . . . . ....... . . . . . . . . . 11
Section 11.b. Confidentiality Agreement. . . . . . . . . . . . . . . . . . . 11
Section 11.c. Stock Ownership Guidelines . . . . . . . . . . . . . . . . . . 11
Section 11.d. Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 11.e. Amendment or Modification. . . . . . . . . . . . . . . . . . . 12
Section 11.f. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 11.g. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 11.h. Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 11.i. Severability. . . . . . . . . . . . . . . .. . . . . . . . . . 13
Section 11.j. Entire Agreement. . . . . . . . . . . . . . . . . .. . . . . . 13
Section 11.k. Knowledge and Representation . . . . . . . . . . . . . . . . . 14
Schedule 1 Option Summary . . . . . . . . . . . . . . . . . . . . . . . . . 15
Exhibit A Form of Settlement and Release. . . . . . . . . . . . . . . . . 16
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into as of May 19, 1999
(the "Effective Date") by and between Storage Technology Corporation (the
"Company"), a Delaware corporation, and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (hereinafter, "you" or
"your") and sets forth the terms and conditions of your employment with the
Company. Previously, you and the Company entered into an agreement dated June
24, 1996 concerning your employment with the Company, which was for a term of
three years and terminated on May 21, 1999. This Agreement shall replace and
supersede such agreement and all prior agreements between you and the Company
concerning the subject matter hereof. In consideration of your employment by the
Company on the terms and conditions set forth below, and the mutual covenants
and agreements contained herein, you and the Company agree as follows:
1. Position. During the Term (as defined below), you will be employed
full-time by the Company in the position of Chairman of the Board of Directors,
President and Chief Executive Officer of the Company and shall report directly
to the Company's Board of Directors (the "Board"). In such capacity, you will
perform the duties and level of responsibilities as in effect on the Effective
Date, or such higher level of duties and responsibilities as may be assigned by
the Board from time to time, and such duties and responsibilities normally
inherent in such capacities in corporations of similar size and character.
During the Term, you shall devote your entire working time, attention and
energies to the business of the Company and shall be bound by the Company's
Corporate Policies and Practices from time to time in effect during the Term (as
defined in Section 2, below). You shall not engage in any other business or
personal activity or activities that require services by you that may conflict
with the proper performance of your duties hereunder.
2. Employment. The terms of this Agreement shall terminate one year after
the Effective Date ("Term"); provided, however, that until such time as notice
of non-renewal or termination of the Agreement is given by either you or the
Company to the other party, ninety days or more prior to expiration of the
existing term of your or its decision not to renew, the Term and this Agreement
shall automatically be renewed for subsequent one-year terms; provided
further that in no event shall the Term and this Agreement be so extended to a
date more than five years from the Effective Date. A termination of this
Agreementpursuant to the preceding sentence shall be effective for all
purposes, except that such termination shall not affect the payment or
provision of compensation or benefits on account of a termination of
employment occurring prior to the termination of the Term or the terms and
conditions of any confidentiality agreement between you and the Company, as
described in Section 11.b, below.
3. Base Compensation. For your services during the Term, the Company will
pay you a base salary at the annualized rate equal to $750,000. Such salary
shall be paid periodically in accordance with the normal payroll practices of
the Company in effect from time to time during the Term, less any withholding
taxes as set forth in Section 11.a, below. The amount of your base salary may be
increased by the Board from time to time during the Term, and may be reduced if
the Board requires a decrease in base salary for all corporate officers and you
expressly consent in writing to such decrease, or as may be mutually agreed upon
by you and the Company (such annualized base salary as may be adjusted from time
to time by the Board is referred to in this Agreement as "Base Salary").
4. Incentive Bonuses. The Company currently maintains a Management By
Objective Bonus Program (the "MBO Program") as may be modified from time to
time. During the Term, you shall be eligible to receive bonuses under the terms
and conditions of the MBO Program approved by the Board and, or the Human
Resources and Compensation Committee of the Board, based upon the achievement of
pre-established financial and other performance goals. During the Term, you
shall be eligible to receive a bonus under the MBO Program equal to 95% of your
Base Salary at the target level of performance. The amount of your target bonus
may be increased by the Board from time to time during the Term, and may be
reduced if the Board requires a decrease in target bonus for all corporate
officers and you expressly consent in writing to such decrease, or as may be
mutually agreed upon by you and the Company (such annualized target bonus as may
be adjusted from time to time by the Board is referred to in this Agreement as
"Target Bonus"). Any payments under the MBO Program shall be made in accordance
with the provisions of, and under the conditions contained in, the MBO Program.
5. Termination of Employment; Severance Benefits.
a. Involuntary Termination. If your employment terminates as a
result of an Involuntary Termination other than for Cause (as defined in Section
6 below), you shall be entitled to receive a severance payment equal to the sum
of (i) two times your Base Salary for the fiscal year then in effect, plus (ii)
two times your Target Bonus for the fiscal year then in effect, whether or not
such bonus would otherwise be payable (or, if no Target Bonus is in effect for
such year, the highest Target Bonus in the three preceding fiscal years);
provided, that in the event of an Involuntary Termination upon a Change of
Control (as defined in Section 6.b below), you shall be entitled to receive a
severance payment equal to the sum of (i) three times your Base Salary for the
fiscal year then in effect, plus (ii) three times your Target Bonus, whether or
not such bonus would otherwise be payable (or, if no Target Bonus is in effect
for such year, the highest Target Bonus in the three preceding fiscal years).
Any severance payments to which you become entitled pursuant to this Section 5.a
shall be paid to you (or your estate or beneficiary in the event of your death)
in a lump sum within thirty calendar days of your Termination Date and shall be
paid contingent upon your execution and delivery to the Company of a Settlement
and Release Agreement substantially in the form attached hereto as Exhibit A.
b. Voluntary Resignation; Termination For Cause. If you voluntarily
resign from the Company (other than as an Involuntary Termination), or if the
Company terminates your employment for Cause, then you shall not be entitled to
receive any severance or other benefits except for those benefits, if any, as
may then be established under then existing benefits plans at the time of your
resignation or termination.
c. Restricted Stock and Stock Options. (i) In the event you are
entitled to receive severance pursuant to Section 5.a, then, in addition to such
severance, all unvested stock options granted to you under the Company's stock
option plans (or under any successor company's stock option plans) on or after
the Effective Date shall vest and become exercisable in full, and the Company's
right to repurchase any shares of restricted stock purchased under any of the
Company's stock plans on or after the Effective Date shall terminate and all
such stock shall become fully vested. In addition, any stock options granted to
you by the Company
on or after the Effective Date, and the stock options granted
to you by the Company prior to the Effective Date and identified in Schedule 1
attached hereto, shall remain exercisable for a twelve-month period following
the Termination Date, subject to the original terms of such options.
(ii) In the event of an Involuntary Termination upon a Change
of Control, all unvested stock options granted to you under the Company's stock
option plans prior to the Effective Date shall vest and become exercisable in
full, subject to the original terms of such options, and the Company's right to
repurchase any shares of restricted stock purchased under any of the Company's
stock plans prior to the Effective Date shall terminate and become fully vested.
d. Medical Benefits. In the event you are entitled to receive
severance pursuant to Section 5.a, then, in addition to such severance, the
Company shall pay you a lump sum payment in an amount that the Company
reasonably determines to represent the estimated cost that you may incur to
extend for a twenty-four month period under the COBRA continuation laws the
medical coverage for you and your dependents in effect on the Termination Date.
Such payment may be used for such continuation coverage or for any other
purpose.
e. Other Benefits. In the event you are entitled to severance
pursuant to Section 5.a, then, in addition to such severance, for a period of
twenty-four months after the Termination Date, the Company shall continue to
provide you with (i) life and disability insurance benefits as in effect as of
the Termination Date, or such comparable benefits as the Company may, in its
sole discretion, determine to be sufficient to satisfy its obligations to you
under this Agreement; and (ii) the allowance for financial and tax and estate
planning services in effect on the Termination Date. Notwithstanding the
foregoing, if you become covered under any life or disability insurance plan
provided by a subsequent employer, then the amount of coverage required to be
provided by the Company hereunder shall be reduced by the amount of coverage
provided by the subsequent employer's insurance plans.
f. Notice of Termination. Any termination (of your employment with
the
Company other than by reason of your Death) shall be communicated by a
notice of termination given to the other in accordance with Section 11.d of this
Agreement. Such notice shall indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so
indicated, and shall specify the Termination Date.
6. Certain Defined Terms.
a. Cause. "Cause" means any of the following: (i) willful failure to
perform your duties and responsibilities as President and Chief Executive
Officer; (ii) your willful breach of any provision of this Agreement; (iii) your
willful breach of any other written agreement between you and the Company; (iv)
gross negligence or dishonesty in the performance of your duties hereunder; (v)
your willful violation of any of the Corporate Policies and Practices as in
effect from time to time; (vi) you engaging in conduct or activities that
materially conflict with the interests of or injure the Company, or materially
interfere with your duties owed to the Company; (vii) your refusal to comply
with or material neglect of instructions received from the Board; and (viii)
your conviction (including any plea of guilty or nolo contendered) for a felony
or a crime.
b. Change of Control. "Change of Control" means the occurrence of
any of the following events:
(i) The acquisition by any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended),
other than the Company or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Company, of the "beneficial
ownership" (as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing twenty-five percent (25%) or more of the
total voting power represented by the Company's then outstanding voting
securities; or
(ii) A merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining
outstanding or by being converted
into voting securities of the surviving entity (including the parent corporation
of such surviving entity)) at least fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
approval by the stockholders of the Company of a plan of complete liquidation of
the Company, or the sale or disposition by the Company of all or substantially
all the Company's assets.
c. Disability. "Disability" means that you have been unable to
substantially perform your duties under this Agreement as the result of your
incapacity due to physical or mental illness for a period of twenty-six weeks,
consecutive or otherwise, after its commencement.
d. Involuntary Termination. "Involuntary Termination" means any of the
following: (i) termination of your employment by the Company which is not
effected for Cause; (ii) termination of your employment with the Company by
reason of your death or Disability; (iii) during the twenty-four month period
following a Change of Control, termination of your employment for any reason
other than for Cause; (iv) the failure of the Company to obtain the assumption
of this Agreement by any successors contemplated in Section 10 below; (v)
without your express written consent, your relocation to a facility or a
location more than 50 miles from the Company's principal business offices
located in Louisville, Colorado; (vi) without your express written consent, a
reduction in your Base Salary and Target Bonus as in effect immediately prior to
such reduction; or (vii) without your express written consent, a significant
reduction of your duties, authority or responsibilities relative to your duties,
authority and responsibilities as in effect immediately prior to such reduction.
e. Termination Date. "Termination Date" means any of the following: (i)
the date on which the Company delivers to you a written notice of termination or
such later date, not to exceed ninety days, specified in the notice of
termination; (ii) in the event the Term ends by reason of your death or
Disability, the date of death or determination of Disability; and (iii) in the
event this Agreement is terminated by you, the date on which you deliver a
written notice of termination to the Company, or such later date in accordance
with Section 2, above. Any notice of termination shall specify the provision(s)
in this Agreement claimed to provide a basis for
termination.
7. Limitation on Payments. In the event that the severance and other benefits
provided for in this Agreement or otherwise payable to you (i) would constitute
"parachute payments" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code") and (ii) but for this Section, would be
subject to the excise tax imposed by Section 4999 of the Code, then such
severance and other benefits shall be either (i) delivered in full, or (ii)
delivered as to such lesser extent which would result in no portion of such
severance and other benefits being subject to excise tax under Section 4999 of
the Code, whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the excise tax imposed by Section
4999, results in the receipt by you on an after-tax basis, of the greatest
amount of benefits, notwithstanding that all or some portion of such benefits
may be taxable under Section 4999 of the Code. Unless you and the Company agree
otherwise in writing, any determination required under this Section shall be
made in writing by the Company's independent public accountants (the
"Accountants"). Such determination shall be conclusive and binding upon you and
the Company for all purposes. For purposes of making the calculations required
by this Section, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code. You and the Company shall furnish to the Accountants such information
and documents as the Accountants may reasonably request in order to make a
determination under this Section. The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section.
8. Non-Compete; Non-Solicit.
a. Each of the parties hereto recognize that your services are special
and unique and that the level of compensation and the other provisions herein
for compensation and benefits are partly in consideration of and conditioned
upon your agreement not to compete with the Company, and that your covenant not
to compete or solicit as set forth in this Section during and after the Term is
essential to protect the business and good will of the Company.
b. You agree that during the Term and for a period ending twenty-four
months following the Termination Date (the "Covenant Period"), you will not
either directly or indirectly, engage in any activity in competition with any
product, service or other activity of the Company (said competing products,
services or activities to be determined and identified at the Company's
reasonable discretion at the Termination Date, which may include businesses or
markets that the Company has expressed its intent to enter), or harmful or
contrary to the interests of the Company, including, but not limited to:
accepting employment with or serving as a consultant or advisor or director to
any employer that is in competition with the Company or acting against the
interests of the Company; or disclosing or misusing any confidential,
proprietary or material information concerning the Company (such information
includes, without limitation, information regarding the Company's operations,
its products and services, product designs, business plans, strategic plans,
marketing and distribution plans and arrangements, customers, and financial
statements, budgets and forecasts, and employee names, titles, compensation,
skills and performance); or participating in any hostile takeover attempt of the
Company.
c. You agree that during the Covenant Period, you will not, either
directly or indirectly: (i) induce or attempt to influence any employee of the
Company to leave his/her employ with the Company; (ii) solicit or encourage
then-current employees of the Company to apply for employment with any person or
entity with which you are employed or with which you intend to become employed,
or in which you have or intend to have a financial interest, as a consultant,
recruiter, independent contractor or otherwise, or in which you have a
substantial financial or equity interest; or (iii) provide to any other person
or entity the names of any employee who is employed by the Company on the
Termination Date. For purposes of this Section, the term "Company" shall mean
and include the Company, any subsidiary or affiliate of the Company, any
successor to the business of the Company (by merger, consolidation, sale of
assets or stock or otherwise) and any other corporation or entity for which you
may serve as a director, officer or employee at the request of the Company or
any successor of the Company.
d. You agree that the Company would suffer an irreparable injury if you
were to
breach the covenants contained in Sections 8.b or 8.c and that the
Company would by reason of such breach or threatened breach be entitled to
injunctive relief in a court of appropriate jurisdiction and you hereby
stipulate to the entering of such injunctive relief prohibiting you from
engaging in such breach.
e. If any of the restrictions contained in this Section 8 shall be deemed
to be unenforceable by reason of the extent, duration or geographical scope or
other provisions thereof, then the parties hereto contemplate that the court
shall reduce such extent, duration, geographical scope or other provision hereof
and enforce this Section 8 in its reduced form for all purposes in the manner
contemplated hereby.
9. Employee Benefit Programs.
a. You shall be eligible to participate in the employee and executive
benefit programs maintained by the Company, including (without limitation) any
qualified or non-qualified retirement plans or programs, savings and
profit-sharing plans, stock option, restricted stock and other equity plans,
bonus plans, deferred compensation plans, life, short-term and long-term
disability, medical, accident and other insurance programs, paid vacations in
accordance with the policy for executive officers as may be in effect from time
to time, and similar plans or programs, subject in each case to the generally
applicable terms and conditions of any such plan or program and to the sole
determination of the Board, or any committee of the Board, or other committee
administering such plan or program. During the Term of this Agreement (and
thereafter pursuant to Section 5.e), the Company shall provide you with (i) life
insurance coverage in an amount equal to $5 million and a medical benefits
program with a supplemental payment coverage of $15,000 per year, which benefits
will be provided to you in addition to the programs maintained for other
employees; (ii) an annual reimbursement for financial and tax and estate
planning expenses incurred by you in an amount not to exceed 1% of your Base
Salary; and (iii) the various executive officer perquisites to the extent the
Company continues to offer them from time to time.
b. Stock option, restricted stock or other equity benefits, if any, shall
be awarded
pursuant to the terms and conditions of the Company's equity plans
for employees, as may be in effect from time to time. The Company's 1995 Equity
Participation Plan, as amended, provides that stock option and stock
appreciation rights may be subject to forfeiture and any option gain may be
payable by you to the Company during a period specified in the plan in the event
you may engage in activities that are in competition with the Company following
your termination. You are encouraged to carefully review the terms of the plan
and any other equity plans that may be in effect from time to time, and any
stock option agreements in their entirety.
10. Successors.
a. Company's Successors. Any successor to the Company (whether direct or
indirect and whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company's business and assets
shall assume the obligations under this Agreement and agree expressly to perform
the obligations under this Agreement in the same manner and to the same extent
as the Company would be required to perform such obligations in the absence of a
succession. For all purposes under this Agreement, the term "Company" shall
include any successor to the Company's business and assets which executes and
delivers the assumption agreement described in this Section or which becomes
bound by the terms of this Agreement by operation of law.
b. Employee's Successors. The terms of this Agreement and all your rights
hereunder shall inure to the benefit of, and be enforceable by, your personal or
legal representatives, executors, administrators, successors, heirs, devisees
and legatees.
11. Miscellaneous Provisions.
a. Withholding. All payments to you pursuant to this Agreement shall be
subject to withholding of all amounts required to be withheld by applicable
Internal Revenue Service and State tax authorities by the Company and shall be
conditioned upon your submission of all information or execution of all
instruments necessary to enable the Company to comply with such withholding
requirements.
b. Confidentiality Agreement. As a condition of your employment, you have
executed the Company's standard form of confidential inventions and trade
secrets agreement. You hereby reaffirm that during the Term and thereafter you
will comply with all provisions of such agreement and agree that you will enter
into such modifications or amendments thereof as the Company may reasonably
request from time to time.
c. Stock Ownership Guidelines. During the Term, you agree to comply with
the corporate officer stock ownership guidelines approved by the Board or any
committee of the Board, as may be amended from time to time.
d. Notice. Any notice required to be given under this Agreement shall be
given in writing, either by personal delivery or by causing such written notice
to be mailed, first class postage prepaid, in the United States mail, to the
parties at the addresses set forth below, or at such other address for a party
as shall be specified by like notice, provided that notices of change of address
shall be effective only upon receipt thereof.
Company: Storage Technology Corporation
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Executive: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
e. Amendment or Modification. This Agreement may not be amended or
modified and no provision shall be waived unless agreed to in writing and signed
by you and the Company. No waiver by either party of any breach of this
Agreement shall be deemed a waiver of any other provision or condition at
another time.
f. Assignment. The rights of any person to payments or benefits under
this
Agreement shall not be made subject to option or assignment, either by
voluntary or involuntary assignment or by operation of law, including (without
limitation) bankruptcy, garnishment, attachment or other creditor's process, and
any action in violation of this Section shall be void. The Company may assign
its rights under this Agreement to an affiliate.
g. Governing Law. This Agreement is entered into in accordance
with, and shall be interpreted pursuant to the provisions of, the laws of the
State of Colorado.
h. Arbitration. Any controversy or claim arising between you and the
Company including, without limitation, any claims, demands or causes of action
alleging wrongful discharge; unlawful discrimination based on sex, age, race,
national origin, disability, religion or other unlawful basis; breach of
contract; or any claims seeking damages under any federal, state or local law,
rule, regulation or common law theory; but excluding any claims by you for
worker's compensation or unemployment compensation, and excluding any claims by
the Company for injunctive relief (for instance, for breach of confidentiality,
breach of a covenant not to compete, violation of trade secrets, or unfair
competition), shall be resolved by final and binding arbitration. By signing
below, the Employee voluntarily waives any right to submit claims to a judge or
jury in either state or federal court. The arbitration shall be held in Denver,
Colorado, or elsewhere by mutual agreement. The selection of the arbitrator and
procedure shall be governed by the Employment Arbitration Rules of the American
Arbitration Association, as amended. The arbitrator shall be someone with a
minimum seven years of employment law background and from the AAA Commercial
Arbitration Panel or, if both parties agree, the Judicial Arbiters Group. The
arbitrator shall apply the applicable substantive law to any claim; for any
state law claim or damages issues, the law of Colorado shall govern, including
but not limited to the provisions of C.R.S. Sections 13-21-102(5). Judgment upon
an award rendered by an arbitration may be entered by any court having
jurisdiction. The Company will pay the cost normally associated with the
arbitration, including the arbitrator's fee and any fee for a hearing facility.
Following resolution of all claims between the parties in an arbitration
proceeding, if the arbitrator so determines, the Company shall reimburse you for
all reasonable legal fees and expenses that you incurred in connection with a
successful claim to enforce your rights under
this Agreement.
i. Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
or impair the validity or enforceability of the remaining provisions of this
Agreement, which shall remain in full force and effect in accordance with their
terms.
j. Entire Agreement. This Agreement, together with the other agreements
referenced herein, embody the entire agreement between the parties relating to
the subject matter hereof, and supersede all previous agreements or
understandings, whether oral or written.
k. Knowledge and Representation. By signing below, you acknowledge
that the terms of this Agreement have been fully explained to you, that you
understand the nature and extent of the rights and obligations provided under
this Agreement, and the you have been encouraged to and have had an opportunity
to consult legal counsel prior to signing this Agreement.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer or representative, as of
the day and year first above written.
STORAGE TECHNOLOGY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
-----------------------------
Title: Chairman of the Human Resources
and Compensation Committee
EMPLOYEE
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
STORAGE TECHNOLOGY CORPORATION
SCHEDULE 1
Grant Number Grant Date #Shares Exercise Price
_______________________________________________________________________________
910030 08/01/91 2,400 $24.500
960050 12/10/96 70,830 $24.250
960051 12/10/96 38,138 $24.250
960855 02/05/98 80,402 $30.313
PF0026 02/05/98 34,458 $30.313
961753 02/05/99 89,840 $37.063
PF0121 02/05/99 38,503 $37.063
EXHIBIT A
SETTLEMENT AND RELEASE
1. In exchange for payment of salary (in the amount of ________) and bonus
(in the amount of _________) to ___________ ("Employee"), by Storage
Technology Corporation ("Company") and other good and valuable
consideration, Employee hereby irrevocably and unconditionally releases
and discharges the Company, its past and present subsidiaries,
divisions, officers, directors, agents, employees, successors, and
assigns (separately and collectively, "releasees") jointly and
individually, from any and all claims, known or unknown, which he/she,
his/her heirs, successors or assigns have or may have against releasees
and any and all liability which releasees may have to him/her whether
denominated claims, demands, causes of action, obligations, damages, or
liabilities arising from any and all bases, however denominated,
including but not limited to, any claims of discrimination under the Age
Discrimination in Employment Act ("ADEA"), the Older Workers Benefit
Protection Act, the Rehabilitation Act, the Family Medical Leave Act,
the Americans with Disabilities Act, Title VII of the Civil Rights Act
of 1964, the Civil Rights Act of 1991 or any federal or state civil
rights act, claims for wrongful discharge, breach of contract, or for
damages under any other federal, state or local law, rule or regulation,
or common law under any theory; provided, however, that this release
does not affect (1) any claims for benefits which have vested or shall
vest on or before the effective date of this Settlement and Release
("Release") under any of the Company's benefit plans; (2) any claims for
indemnification for acts of Employee which have occurred or may occur as
an officer or employee of the Company; or (3) any claims which may arise
after the execution of this Release. This release specifically excepts
any claim Employee may wish to make for unemployment compensation, and
the Company agrees not to contest any claim made by Employee for
unemployment compensation. This release is for any relief, no matter
how denominated, including, but not limited to, back pay, front pay,
compensatoy damages, punitive damages, or damages for pain and
suffering. Employee further agrees that he/she will not file or permit
to be filed on his/her behalf any such claim, will not permit
himself/herself to be a member of any class seeking relief against the
releasees and will not counsel or assist in the prosecution of claims
against the releasees, whether those claims are on behalf of
himself/herself or others, unless he/she is under a court order to do
so.
2. Employee agrees that by signing this Release, he/she is giving up the
right to ▇▇▇ for age discrimination, and that under this Release
Employee shall receive consideration to which he/she is not otherwise
entitled, and would not receive but for his/her release of rights under
the ADEA. Employee has up to twenty-one (21) days after delivery of
this Release to consider whether to sign this Release. Employee agrees
that, after he/she has signed and delivered this Release to the Company,
this Release will not be effective or enforceable until the end of a
seven (7) day revocation period beginning the day after the Employee
signs this Release, and that Employee will not receive the severance
payment due under the Employment Agreement until this seven-day period
has expired. During this seven-day period, Employee may revoke this
Release, without reason and in his/her sole judgment, but he/she may do
so only by delivering a written statement of revocation
to the Company
to the attention of General Counsel. If the Company does not receive a
written statement of revocation from Employee by the end of the
revocation period, then this Release will become legally enforceable and
Employee may not thereafter revoke this Release.
3. Employee agrees that this Release shall be governed by federal law and the
internal laws of the State of Colorado, irrespective of the choice of law
rules of any state.
ACKNOWLEDGMENT:
Employee's signature below acknowledges that he/she has read this document
fully, that he/she understands and agrees to its contents, that he/she
understands that it is a legally binding document, and that he/she has been
advised to consult a lawyer of his/her choosing before signing this Release, and
has had the opportunity to do so.
-------------------------- -----------------------------------
Date EMPLOYEE
This Release presented to Employee on __________________________.