December 31, 1999Mr. James D. Bartlett6408 Willow Springs DriveMorrison, CO 80465RE: SEPARATION AGREEMENTDear Jim:It is acknowledged that you will be involuntarily terminated from StorageTekeffective December 31, 1999 ("Termination Date"). This letter will confirm ouragreement concerning the termination of your employment with Storage TechnologyCorporation ("StorageTek" or the "Company") as Corporate Vice President, andChief Marketing Officer. In that regard, this letter will define the terms ofyour severance under this Separation Agreement (the "Separation Agreement").This Separation Agreement supersedes all previous oral and written agreementsregarding your employment with StorageTek, provided however that the terms andconditions of your Corporate Officer Employment Agreement dated October 13, 1999(the "Employment Agreement"), to the degree that they do not conflict with theterms and conditions of this Separation Agreement, shall remain in full forceand effect. SEPARATION: The Company will pay, within 30 days of the Termination Date, a separation payment equal to the amounts set forth in Sections 5(a) and 5(c) of the Employment Agreement, including: one year's salary ($225,000.00), and one year's target MBO bonus for 1999 ($100,000.00). Your stock options will vest upon termination and the Company's right of repurchase on restricted stock will be void. Pursuant to the terms of StorageTek's Stock Option Plan, you will have 90 days from the Termination Date to exercise these options. In addition to the consideration recited above, the Company will (1) forgive all moneys that may be owed under the terms of your relocation package and sign-on bonus, and (2) the Promissory Note dated June 10, 1999 including the gross up of any imputed interest accrued through the Termination Date. The payments recited in this Separation Agreement are contingent upon your execution and delivery to the Company a Settlement and Release Agreement substantially in the form attached as Exhibit A to your Employment Agreement. 2 James D. Bartlett December 31, 1999 Page -2- NO ADVERSE COMMENT: You agree that during your employment with the Company through the Termination Date and for at least one year following the Termination Date, you will not, except as specifically required by law or court process or consented to in writing by the Company, (a) communicate to any person or entity any adverse information, written or oral, concerning the Company, its officers, directors, employees, attorneys, agents or advisers (including any communication concerning information that related to the business, operations, prospects or affairs of the Company or any of its subsidiaries or affiliates) under the circumstances in which there is a reasonable possibility that such information might be publicly reported or disclosed or otherwise made available to third parties (regardless of whether the communication of such information is intended to have or cause that result is within your control), or (b) provide to any person (other than your attorney or accountant) or entity any information that concerns or related to the negotiations or circumstances leading to the execution of this Separation Agreement. NON-SOLICITATION: Per the terms of Section 8 of your Employment Agreement, you confirm that during the two-year period commencing with the Termination Date, you will not, directly, or indirectly, hire, solicit, or encourage any then-current Company employees to apply for employment with any person or entity (a) with which you are (or intend to be) employed, (b) by whom you or an entity in which you are employed or have a financial interest is engaged as a consultant, recruited, independent contractor or otherwise, or (c) in which you further covenant and agree that you will not provide to any other person or entity the names of or references on any person who is then employed by the Company. NON-COMPETE: Per the terms of Section 8 of your Employment Agreement, you confirm that for a period of one year from the Termination Date that you will not, either directly or indirectly, engage in any activity in competition with any product or service of the Company (said competitive activities to be determined and identified at the reasonable discretion of the Company), or harmful or contrary to the best interest of the Company, including accepting employment with or serving as a consultant to any entity that is in competition with the Company. In particular, you agree that competitor companies include, ATL/Quantum, Breece Hill, EMC, Hewlett-Packard, Sun Microsystems and IBM. However, with regard to IBM and HP, you may seek employment with those companies in their: (i) PC business units, (ii) consumer sales activities, (iii) printer operations, or (iv) such similar product areas or business units as StorageTek shall approve in writing, such approval not to be unreasonably withheld or delayed. COMPANY RELEASE: The Company hereby irrevocably and unconditionally releases and discharges you and your heirs, successors, and assigns (separately and collectively, "releasees"), jointly and individually, from any and all claims, known or unknown, which it, its past and present subsidiaries, divisions, officers, directors, agents, employees, successors, and assigns have or may have against releasees and any and all liability which releasees may have to it, whether denominated claims, 3 James D. Bartlett December 31, 1999 Page -3- demands, causes of action, obligations, damages or liabilities arising from any and all bases, however denominated, provided, however, that this release does not affect any claims which are based on releasees' willful acts, gross negligence or dishonesty in the performance of duties as an employee of the Company, nor any claims which may arise after the execution of this Agreement. The Company further agrees that it will not file or permit to be filed on its behalf any claim against you which is released hereby. NONDISCLOSURE: Unless otherwise required to do so by law, subpoena or court order, neither party will in any way communicate or discuss the terms of this Separation Agreement or the circumstances of your termination with any person, other than your attorneys. You understand that this nondisclosure provision applies particularly to current and former employees of the Company and the Company's customers, clients and vendors.This Separation Agreement, shall be deemed for purposes of the Older WorkersBenefits Protection Act to have been delivered to you for your consideration onJanuary 12, 2000. You have 21 days from that date to decide whether or not toaccept this agreement. If you accept this agreement, you will then have sevendays from the date you sign this agreement and deliver an executed copy to theCompany during seven day period you may revoke your acceptance by notifying theCompany in writing of your desire to do so. No amounts otherwise due to youunder this Separation Agreement will be paid to you until the expiration of thatseven day revocation period.Please sign both copies of this letter below, and the attached Settlement andRelease, indicating your acceptance, and return one copy for our files.Accepted and Agreed: Very truly yours, STORAGE TECHNOLOGY CORP.-------------------------- ------------------------------JAMES D. BARTLETT Victor Perez Executive Vice President, Chief Operating Officer 4 EXHIBIT A SETTLEMENT AND RELEASE1. In exchange for payment of salary (in the amount of $225,000.00) and bonus (in the amount of $100,000.00) to James D. Bartlett ("Employee"), by Storage Technology Corporation ("Company") and other good and valuable consideration, including but not limited to, forgiveness for advances for relocation, sign-on bonus and cancellation of the Promissory Note of June 10, 1999, 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, compensatory damages, punitive damages, or damages for pain and suffering. Employee further agrees that he will not file or permit to be filed on his behalf any such claim, will not permit himself 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 or others, unless he is under a court order to do so.2. Employee agrees that by signing this Release, he is giving up the right to sue for age discrimination, and that under this Release Employee shall receive consideration to which he is not otherwise entitled, and would not receive but for his 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 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 sole judgment, but he may do so only by delivering a written statement of revocation to the Company to the attention of General Counsel. If the Company does 5 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 has read this document fully,that he understands and agrees to its contents, that he understands that it is alegally binding document, and that he has been advised to consult a lawyer ofhis choosing before signing this Release, and has had the opportunity to do so.-------------------------- -----------------------------------Date JAMES D. BARTLETTThis Release presented to Employee on . --------------------------/Compensation/Severance AgreementsStorage Technology Corp.2009-10-18/compensation/severance//content/hippo/files/default.www/content/contract/contract/S/Storage-Technology-Corp-/2491
2492Retention Agreement - Storage Technology Corp. and Gary R. Anderson
January 18, 2000
Mr. Gary R. Anderson
1604 Foothills Drive South
Golden, Colorado 80401
RE: Retention Agreement
Dear Gary:
You have agreed to remain an employee of Storage Technology Corporation
('StorageTek' or the 'Company') through at least March 31, 2001. In
consideration of your willingness to stay with the Company until at least March
31, 2001, this letter will confirm our agreement concerning the possible
termination of your employment with StorageTek on that date. In that regard,
this letter will define the terms of your severance under this Retention
Agreement (the 'Retention Agreement') and your Executive Employment Agreement
dated September 30, 1999 (the 'Employment Agreement') at the date of your
termination (the 'Termination Date'). This Retention Agreement supersedes all
previous oral and written agreements regarding your employment with StorageTek,
including the understanding that the terms and conditions of this Retention
Agreement, to the degree that they may conflict with the terms and conditions of
your Employment Agreement, shall in all cases supersede the terms of the
Employment Agreement, which agreement shall, unless otherwise stated herein,
remain in full force and effect.
REPORTING RELATIONSHIP AND DUTIES: During your period of continued
employment with the Company, you will remain a Corporate Vice President.
Although it is envisioned that in such capacity you will report to the
CEO, this reporting relationship may be changed at any time by the
Company. You further understand that your present and future duties and
responsibilities could also be substantially changed by the Company. It is
further understood and agreed by you that such changes will not, in
combination or in and of themselves, constitute and Involutary Termination
under the terms of the Employment Agreement.
GOALS AND OBJECTIVES: During your period of continued employment with the
Company you have agreed to focus on: (i) assisting in defining and
implementing the on-going corporate restructuring, (ii) assisting in the
continued refinement and implementation of corporate-wide cost reductions,
(iii) helping to improve the cycle time for implementing business
processes improvements, (iv) working to enhance supply chain management
(SLM) efficiencies, and (v) such other tasks as may be reasonably
requested of you, from time-to-time, by the Board of Directors, the CEO,
President or COO as the case may be.
SEPARATION: After your successful participation in the attainment of the
objectives stated above, and your continued employment through the
Termination Date, the Company will pay, within 30 days of the Termination
Date, a separation payment to you equal to: (i) one and one-half times
your then current annual salary, and (ii) one and one-half times your then
current target annual MBO bonus. Additionally, all of your outstanding and
unvested stock options will vest on the Termination Date (according to the
terms of your Stock Option Agreements and the Company's 1995 Stock Option
Plan) and the Company's right to repurchase any of your previously granted
restricted stock will terminate. Pursuant to the terms of StorageTek's
Stock Option Plan, you will have 90 days from the Termination Date to
exercise all of your vested options.
NO ADVERSE COMMENT: You agree that during your employment with the Company
through the Termination Date and for at least one year following the
Termination Date, you will not, except as specifically required by law or
court process or consented to in writing by the Company, (a) communicate
to any person or entity any adverse information, written or oral,
concerning the Company, its officers, directors, employees, attorneys,
agents or advisers (including any communication concerning information
that related to the business, operations, prospects or affairs of the
Company or any of its subsidiaries or affiliates) under the circumstances
in which there is a reasonable possibility that such information might be
publicly reported or disclosed or otherwise made available to third
parties (regardless of whether the communication of such information is
intended to have or cause that result is within your control), or (b)
provide to any person (other than your attorney or accountant) or entity
any information that concerns or related to the negotiations or
circumstances leading to the execution of this Retention Agreement.
NON-SOLICITATION PROVISIONS: Per the terms of Section 8 of your Employment
Agreement, you confirm that during the two-year period commencing with the
Termination Date, you will not, directly, or indirectly, hire, solicit, or
encourage any then-current Company employees to apply for employment with
any person or entity (a) with which you are (or intend to be) employed,
(b) by whom you or an entity in which you are employed or have a financial
interest is engaged as a consultant, recruited, independent contractor or
otherwise, or (c) in which you further covenant and agree that you will
not provide to any other person or entity the names of any person who is
then employed by the Company.
NON-COMPETE PROVISIONS: Per the terms of Section 8 of your Employment
Agreement, you confirm that for a period of eighteen months from the
Termination Date that you will not, either directly or indirectly, engage
in any activity in competition with any product or service of the Company
(said competitive activities to be determined and identified at the
reasonable discretion of the Company), or harmful or contrary to the best
interest of the Company, including accepting employment with or serving as
a consultant to any entity that is in competition with the Company. Per
Section 8, those companies deemed to be competitors to StorageTek will be
identified at the time of your termination.
EARLY TERMINATION: In the event of your Involuntary Termination, prior to
the Termination Date, the Company will pay you the separation pay and
benefits identified above at the time of your termination, provided that
you sign the Settlement and Release Agreement attached as Exhibit A to
your Employment Agreement. During the period of your employment with the
Company, all other terms of your employment as stated in your Employment
Agreement, including the 'Change in Control' and termination for 'Cause'
provisions will remain in effect through the Termination Date. If you
voluntarily terminate your employment with the Company before the
Termination Date, then you will not be entitled to receive any of the
separation benefits set forth in this Retention Agreement.
EMPLOYMENT EXTENSION: Should you and the Company reach an agreement on or
before the Termination Date whereby you would remain an employee of the
Company beyond the Termination Date, then you and the Company will enter
into a new employment agreement at that time. The terms and conditions of
that new employment agreement will then supersede the terms and conditions
of both this Retention Agreement and the Employment Agreement.
SETTELMENT AND RELEASE: The payments recited in this Retention Agreement
are contingent upon your execution and delivery to the Company a
Settlement and Release Agreement substantially in the form attached as
Exhibit A to your Employment Agreement.
NONDISCLOSURE: Unless otherwise required to do so by law, subpoena or
court order, you will not in any way communicate or discuss the terms of
this Retention Agreement or the circumstances of its execution with any
person, other than your attorneys or authorized Company personnel, said
personnel to be explicitly designated by the Company's President and CEO.
You understand that this nondisclosure provision applies particularly to
current and former employees of the Company and the Company's customers,
clients and vendors.
Please sign both copies of this letter below, indicating your acceptance,
and return one copy for our files.
Accepted and Agreed: Very truly yours,
STORAGE TECHNOLOGY CORP.
-------------------------- ------------------------------
GARY R. ANDERSON David E. Weiss
Chairman, President and
Chief Executive Officer