February 27, 1987
Mr. Gregory A. Tymm
Storage Technology Corporation
Louisville, Colorado 80028
Dear Greg:
The purpose of this letter is to set forth the
compensation arrangement that will govern your employment with
Storage Technology Corporation (the 'Company') until that
employment terminates or until your compensation arrangement
changes. This letter (the 'Letter') is not intended to change in
any way your employment relationship with the Company, which has
been and will continue to be 'at will' under a general hiring for
an indefinite term, terminable at any time by either the Company
or you with or without cause, under an oral employment arrangement.
Set forth below are the principal elements of your compensation:
1. Base Compensation. For your services, the Company
will pay you a base salary, at an annual rate, effective January 1,
1987, of $120,000 per year. Such salary shall be payable in
installments in accordance with the regular payroll policies of the
Company in effect from time to time during your employment by the
Company. The amount of your base salary may be adjusted from time
to time during your employment.
2. Bonuses.
(a) MBO Bonus Program. The Company currently
maintains a Management By Objective Bonus Program (the 'MBO
Program'). During 1987, you shall be eligible for such bonuses in
accordance with the MBO Program as may be established from time to
time by the Company's Board of Directors (the 'Board'). Any such
payments under the MBO Program shall be made in accordance with the
provisions, and under the conditions contained in, the MBO Program
and the terms of any bonus award authorized for you by the Board.
For 1987, the Board has established an On Plan Bonus potential for
you of 30% of your base salary.
(b) Reorganization Bonus. Effective on the date a
Plan of Reorganization is confirmed under Chapter 11 of the
Bankruptcy Code ('Reorganization Date'), you shall be paid a cash
bonus in the amount of $45,000.
3. Stock Options.
(a) Previously Granted Option. Pursuant to that
certain letter from the Company to you dated May 15, 1985 (the
'Prior Letter'), you were granted certain options (the 'Prior
Options') to acquire voting shares of common stock of the Company
('Common Stock'). A portion of the Prior Options is to become
effective as of the Reorganization Date (the 'First Reorganization
Option'). The grant of the Prior Option in accordance with the
Prior Letter shall continue in full force and effect in accordance
with the provisions of such grant, except as modified herein.
(b) Reorganization Option. On the Reorganization
Date, if the Company is successfully reorganized and a Plan of
Reorganization is confirmed, the Company will grant you an
additional option (the 'Second Reorganization Option') for the
purchase of 30,000 shares of Common Stock.
(c) Exercise Price - Vesting. The exercise price
for both the First Reorganization Option and the Second
Reorganization Option (collectively, the 'Reorganization Options')
shall be equal to the lowest final closing price of the Common
Stock on the New York Stock Exchange during the period commencing
on the Reorganization Date and ending 60 calendar days thereafter.
For purposes of this Letter, if the Common Stock is not then listed
on the New York Stock Exchange, the applicable closing price shall
be the closing price on any other national securities exchange on
which the Common Stock is listed or, if not so listed, the closing
price as reported by NASDAQ in the National Market System. The
Second Reorganization Option shall be exercisable as follows: one-
third of the number of shares covered by such Option shall be
exercisable one year from the Reorganization Date, one-third shall
be exercisable two years from the Reorganization Date, and the
remaining one-third shall be exercisable three years from the
Reorganization Date. Shares as to which the right of exercise have
vested are hereinafter referred to as 'Vested Shares'.
4. Termination of Employment.
(a) Termination Without Cause. If the Company
elects to terminate your employment without 'cause' (as that term
is defined in subparagraph 4(c)), or if you should die, without
cause existing at such time, you shall be entitled to receive, as
a severance payment, a payment equal to the sum of your then
current rate of annual base compensation for one full calendar year
and 100% of your bonus amount under the MBO Program for the year
of termination. Such amount shall be paid to you in a cash lump
sum within thirty days after your termination of employment
pursuant to this subparagraph 4(a).
(b) Termination in the Event of Sale, Merger or
Change of Control. If, during your employment, the Company is
sold, or merged with or into another company (in a transaction in
which the Company is not the surviving entity), or all or
substantially all of the assets of the Company are sold, or more
than 25% of the outstanding voting capital stock of the Company is
acquired by another person or persons (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
acting as a group, excepting stock issued to creditors of the
Company under a Plan of Reorganization, you shall have the right
to terminate your employment by written notice to the Company,
given within six months after the date of any such event, and upon
such termination the Company will pay you an amount equal to the
sum of your then current rate of annual base compensation for one
full calendar year and 100% of your then current bonus amount
pursuant to the MBO Program. The amount payable pursuant to this
subparagraph shall be paid in a cash lump sum within 30 days after
your termination of employment or, at your option, over such period
of time as you shall determine.
(c) Termination for Cause. If the Company elects
to terminate your employment for cause (as that term is defined
below), your employment will terminate on the date fixed for
termination by the Company, and thereafter the Company will not be
obligated to pay you any additional compensation, whether in the
way of base compensation, bonus or otherwise, other than the
compensation due and owing through the date of termination.
'Cause,' for purposes of this Agreement, shall mean any of the
following: (i) willful breach by you of any provision of this
Agreement; (ii) gross negligence or dishonesty in the performance
of your duties hereunder; (iii) engaging in conduct or activities
or holding any position that materially conflicts with the interest
of, or materially interferes with your duties owed to, the Company;
(iv) engaging in conduct which is materially detrimental to the
business of the Company; or (v) any intentional violation of
Company policies applicable to employees of your position with the
Company.
Very truly yours,
STORAGE TECHNOLOGY CORPORATION
By: /s/ Ryal R. Poppa
------------------------------
Ryal R. Poppa, Chairman and
Chief Executive Officer
Employment Agreement - Storage Technology Corp. and Gregory A. Tymm
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