Employment Agreement - Storage Technology Inc. and Roger Gaston
February 9, 2001
Mr. Roger Gaston
200 Highland Avenue
Ridgewood, NJ 07450
I am pleased to offer you the position of Vice President, Human Resources,
reporting directly to Patrick Martin, Chairman, President and Chief Executive
Officer. Your annualized base salary will be $250,000.00, payable bi-weekly.
Other benefits being offered with this position are outlined below.
You will be eligible to participate in the 2001 StorageTek Pay for Performance
Management Bonus Plan. The target level incentive for your position will be 50%
of your base salary. Incentive payout is based on achievement of corporate and
To assist with the transition to your new location, StorageTek will provide for
the relocation expenses as detailed in the attached Relocation Assistance
Summary. If you voluntarily resign your employment or if you are terminated "for
cause", as defined in the attached Addendum to the Offer Letter for Roger C.
Gaston, Requirements and Definitions, within eighteen (18) months of your
relocation date, you will be responsible for repaying on a prorated basis any
relocation expenses paid to you, on your behalf, or reimbursed to you pursuant
to the terms of the attached Relocation Payback Assistance Agreement.
Subject to the approval of the Board of Directors, you will receive 7,500 shares
of StorageTek restricted common stock at par value, $0.10 per share. These
shares will vest in increments of 25% on the first through fourth anniversaries
of the grant.
Subject to Board of Directors approval, you will be invited to participate in
LEAP (Leveraged Equity Acquisition Program), an equity program under development
for the most senior managers at StorageTek. LEAP, when implemented, would
require participants to purchase shares of StorageTek common stock, equivalent
to a multiple of their salary. For your position you will be required to
purchase StorageTek stock with a purchase price equal to 1 times your annual
base salary. Annual grants of options and/or restricted stock will be made to
LEAP participants, with the amount and type of grant being based on corporate
performance. The options and/or restricted stock will vest in equal annual
installments over a four-year period after the grant date. Your participation in
StorageTek's LEAP Program is subject to the terms and conditions of the plan
documents, as these plan documents are prepared and may be amended from time to
time. The LEAP Program is in the process of development and you will be provided
with plan documents regarding this program after the program is implemented and
you are invited to participate by the Board of Directors.
Any options and restricted stock granted to you will be pursuant and subject to
the terms and conditions of StorageTek's 1995 Amended and Restated Equity
Participation Plan, as that plan may be amended from time to time. This Plan
includes provisions that may require you to surrender your stock options and
gains realized upon the sale of your option stock during a period covering six
months before or after your termination of employment. You will be provided a
copy of the stock option plan after your option grant is approved by the Board
As a member of our team, you will be eligible to participate in our flexible
benefit program that currently includes: medical, dental, life, short- and
long-term disability coverage, employee stock purchase plan and many other
employee benefits and services.
As an executive, you will be eligible for the following perquisites that are
currently in effect:
o First class air travel domestically, business class internationally
o Car allowance for a leased quality vehicle of $550 per month, plus
reimbursement for maintenance and insurance
o Executive vacation program allowing vacation as business conditions dictate.
There is no defined limit, and therefore, no vacation accrual.
Your employment with StorageTek is "at will". Should your employment be
terminated by StorageTek for reasons other than "cause", as defined in the
attached, you will receive a severance payment equal to one year's base salary
on record at the time of termination.
You are also eligible to participate in the StorageTek 401(k) Plan upon hire and
begin contributions in the next available payroll cycle. You may defer up to 20
percent of your base income into the 401(k) Plan, up to the current 402(g) limit
set by the IRS ($10,500 in 2001). Currently, StorageTek matches 100 percent of
the first three percent of your annual base pay (up to $170,000) and 50 percent
of the next four percent. You will have immediate ownership (be fully vested) in
the first three percent of match. After two years of service you will be fully
vested in the remaining match.
StorageTek also offers a deferred compensation program for executives. Under
this program you may contribute your 401(k) contributions on your salary over
$170,000, up to 50% of your base salary and up to 75% of your marketing or
management bonuses into a tax deferred plan. This program is paying interest of
9.03% in 2001.
StorageTek will also provide you with life insurance that has a total death
benefit of two times your base pay. Your initial coverage will be through group
term insurance. After you start, you will receive enrollment materials for the
executive life insurance plan that allow you to enroll in a universal life
policy (for coverage above $50,000) that you will own and that will earn cash
Here at StorageTek, we are passionate about our work. Our culture is energizing,
innovative and challenging. We realize that talented people like you help make
us more successful in our rapidly expanding world markets. StorageTek is an
Equal Opportunity employer that embraces and encourages diversity. Our goal is
to hire the right person into the right job at the right time -- so that we
together can put the power of information into our customers' hands. We hope you
will help us meet this challenge and become part of the StorageTek team.
Roger, we look forward to having you join our executive team. Please sign both
copies of this offer letter; return one copy of this letter and completed
attachments by February 22, 2001 to indicate your acceptance of the terms of
this offer. This offer will expire after that date.
We look forward to having you join our team. If you have any questions regarding
this offer, please call me directly at (303) 661-2500. Or, you may call Linda
Lutton, Executive Staffing Consultant at (303) 661-6448.
Chairman, President and
Chief Executive Officer
Addendum to the Offer Letter for Roger Gaston
Requirements and Definitions
This offer of employment is contingent upon your completion of the following:
Undergoing and passing StorageTek's employee screening inquiries, including
pre-employment drug screen and background investigation, and other testing as
may be required for your specific position;
o Verification of your eligibility to work in the United States;
o Identification of Pre-employment Commitments, and
o Execution of StorageTek's Proprietary Rights Agreement.
You will be eligible to start work with StorageTek after the pre-employment
screening requirements have been successfully met.
Your employment with StorageTek (also referred to below in the term definitions
as the "Company".) is "at-will." This means that either you or StorageTek may
terminate your employment at any time, with or without cause, with or without
notice, and for any reason or no reason. Any contrary representations or
agreements, which may have been made to you, are superseded by this offer. The
"at-will" nature of your employment described in this offer letter shall
constitute the entire agreement between you and StorageTek concerning the nature
and duration of your employment. Should your employment be terminated by
StorageTek for reasons other than cause, including a termination of employment
within one year after a Change of Control, you will receive the severance
payment described in your offer letter. Payment of severance is conditional upon
you will be required to sign a waiver and release of all claims, known or
unknown, arising out of your employment relationship.
For purposes of this offer letter, Addendum to the Offer Letter and the attached
Relocation Assistance Payback Agreement, the following terms are defined as
follows: 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 thirty-five percent (35%) 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
Cause. "Cause" as a basis for termination of your employment is defined as any
of the following: willful failure to perform your duties and responsibilities as
an executive of the company; your willful breach of any written agreement
between you and the company; gross negligence or dishonestly in the performance
of your duties; your willful violation of any of the Corporate Policies and
Practices as in effect from time to time; your 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; your refusal to
comply with or material neglect of instructions received from your manager, and
your conviction in any criminal or civil proceeding (or entering into a plea
bargain admitting criminal guilt, including any plea to any offense for which a
deferred sentence or prosecution is received.)
To assist with the transition to your new location, StorageTek will reimburse
the following relocation expenses for you. The relocation assistance described
in this summary will be provided per the StorageTek Domestic Relocation
Guidelines. This offer of relocation will expire twelve (12) months after your
After accepting this position and signing and returning the Relocation
Assistance Payback Agreement, you will be contacted by a representative of
Cendant Mobility, our relocation partner, for a phone consultation. They will
discuss with you the details of the relocation benefits summarized below.
o Shipment of Household Goods
o StorageTek will pay the costs of shipping your household goods and two
cars. Cendant Mobility will arrange the shipment of your household
goods for you. StorageTek will also pay for up to 30 days of storage
for your household goods in your new location.
o Travel Expenses to New Location
o StorageTek will reimburse approved expenses for travel costs and
lodging enroute to your new location for you and your family upon
receipt of expenses incurred by you.
o Home Sales Assistance
o StorageTek will pay the reasonable and standard Seller's closing costs
associated with the sale of your primary residence if all the criteria
for home sales assistance are successfully met. You must consult with
Cendant Mobility prior to listing your home.
o Relocation Allowance
To help you with the remaining costs of relocating, StorageTek will provide you
with a relocation allowance less applicable federal, state and FICA taxes. The
relocation allowance amount is intended for you to use at your discretion for
any other relocation expenses that you may incur beyond those listed above. You
should receive this relocation allowance in your first regular paycheck from
Should you have any questions regarding this relocation package before you
accept your offer, please contact either Linda Lutton, Executive Staffing
Consultant, at (303) 661-6448 or Cathy Badell, HRD Specialist - Global Mobility,
at (303) 661-2324.
I have read this Addendum to the Offer Letter for Roger Gaston dated 02/16/01
and I understand and accept its terms.
Roger Gaston Acceptance Date
Relocation Assistance Payback Agreement
Should you resign your employment or if you are terminated "for cause" from
Storage Technology Corporation ("StorageTek") within eighteen (18) months from
your relocation date, you agree to repay StorageTek any relocation expenses paid
to you, on your behalf or reimbursed to you. These expenses include, but are not
limited to, lump sum payments for relocation assistance, payment of shipment of
household goods, travel expenses to the new location, and home sales assistance
if offered. Such amount shall be payable immediately upon resignation of
employment and will be prorated based on completed hours of employment service
since your relocation date. In addition, you agree to authorize StorageTek to
deduct any amounts owed to StorageTek pursuant to this Relocation Assistance
Payback Agreement from your final paycheck and any other amounts that StorageTek
otherwise might pay upon termination, including without limitation your accrued
but unused vacation. Your relocation date is the date you commenced work with
StorageTek. You hereby agree to waive protest, notice of dishonor, and all other
notice or demand in connection with delivery, acceptance, performance, default,
or endorsement of this Agreement. In the event you refuse or fail to repay the
amount owed for relocation expenses paid to you by StorageTek, StorageTek will
be entitled to recover from you its attorney's fees and costs associated with
the collection of said expenses.
Roger Gaston Date
I have read this offer and I understand and accept its terms.
Roger C. Gaston Acceptance Date
To facilitate enrollment into our personnel system, please provide the
Social Security Number Date of Birth
Assuming that I have received notification that I have successfully passed all
components of StorageTek's pre-employment screening process before such date*, I
would like to start work on the following date:
*please note: We typically receive the background check in five to seven
business days from when you fax it in. We typically receive the drug test
results in three to four business days from when you take the test.