AGREEMENT
This Agreement is made and executed as of October 8, 1993, between
Storage Technology Corporation, a Delaware corporation (the 'Company'), and
Harris Ravine ('Ravine').
WHEREAS, Ravine has been serving as Executive Vice President, Chief
Administrative Officer pursuant to a letter agreement dated as of February
27, 1987 (the '1987 Agreement');
WHEREAS, the parties desire to terminate the 1987 Agreement effective
immediately;
WHEREAS, Company and Ravine desire to set out in this Agreement their
respective rights and obligations for the period following termination of
the 1987 Agreement, which rights and obligations shall supersede the
corresponding rights and obligations set forth in the 1987 Agreement;
NOW THEREFORE, it is AGREED as follows:
1. Termination of 1987 Agreement. The 1987 Agreement shall be of
no further force or effect after the execution and delivery of this
Agreement, it being intended that the provisions of this Agreement shall
exclusively govern the rights and obligations of the parties with respect to
the subject matter of the 1987 Agreement from and after the date hereof.
2. Termination of Employment. In consideration of the benefits of
this Agreement, Ravine agrees that his employment with the Company shall
terminate as of January 31, 1994 ('Termination Date'). Ravine shall
continue as a full-time employee of the Company until October 31, 1993
('Departure Date'). After October 31, 1993, Ravine shall leave the Company
premises to pursue further career objectives but shall be available as
reasonably required by the Company and shall receive current salary and
benefits as a full time employee through December 31, 1993 and shall receive
his pre-austerity salary and benefits as a full-time employee through the
Termination Date.
3a. Severance Payments. Within 10 days of the Termination Date, the
Company shall pay Ravine a single severance payment equal to (i) 11 months
of his pre-austerity monthly base salary plus (ii) $2,065 for the month of
January 1994, and (iii) a bonus equal to 45% of his annual pre-austerity
salary, which payment will be subject to withholding for state, federal and
FICA taxation. Said payment is for severance only and is not to be
construed as a continuation of salary. Ravine shall not be entitled to any
other severance, bonus, incentive or other compensation (or payment in lieu
thereof) upon or after the Termination Date. Such severance shall
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not be offset by any other compensation or benefits which Ravine may receive
from any other source after the Termination Date.
b. Extension of Termination Date. If the Company has not publicly
disclosed its 1993 financial results by January 31, 1994, then,
notwithstanding the foregoing (i) the Company shall extend the Termination
Date, and payment of all salary and benefits, on a monthly basis until the
end of the month in which such 1993 financial results are reported (the
'Reporting Month'), (ii) the Company shall pay Ravine an additional $2,065
for every month starting in February 1994 and ending in the Reporting Month,
and; (iii) the number of months monthly base salary which Ravine will
receive under 3a(i) above will be reduced one month for every month after
January through the Reporting Month.
c. Restricted Stock. The parties acknowledge that, pursuant to a
previously executed agreement ('Restricted Stock Agreements'), 17,962 shares
of the Company's common stock have been issued in Ravine's name and are
being held by an escrow agent. The Company will exercise its option to
repurchase all of these shares as set forth in the Restricted Stock
Agreements.
d. Options. The parties acknowledge that, pursuant to previously
executed agreements ('Option Agreements'), Ravine was granted certain
options to purchase the Company's common stock. It is agreed that the
rights and obligations of the parties under the Option Agreements upon and
after the Termination Date shall be as set forth in the Option Agreements.
Ravine agrees to refrain from sale of StorageTek securities and abide by the
terms of the letter attached hereto as Exhibit 'A', executed
contemporaneously herewith.
e. Health Benefits. Ravine (and his dependents) will continue to
receive medical benefits and life insurance at the current level through the
Termination Date. After the Termination Date, medical benefits and life
insurance will be provided by the regular employee medical benefit plan,
which benefit premiums will be paid for by the Company for a period of up to
18 months after the Termination Date or until such time as Ravine secures
other employment, at which time the Company will cease payment of Ravine's
premiums.
f. Outplacement Assistance. After the Departure Date, Ravine will
be provided outplacement assistance for purposes of aiding him in job search
up to $10,000. Such payment will be made to the executive placement service
of Ravine's choice, said payment to be made upon receipt of invoices from
such placement service.
g. Other Employment. Ravine is encouraged to solicit and obtain
other full-time employment during the term of this Agreement. Should Ravine
obtain such employment, or other part-time employment, after the Departure
Date but prior to the Termination Date, the Company will continue to pay
salary in accordance with Paragraph 2 above to the Termination Date. Ravine
agrees to notify the company promptly upon obtaining any employment during
the period of this Agreement so that
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said employment will not create a conflict of interest between the Company and
Ravine nor violate the provisions of the noncompetition agreement as set forth
in Paragraph 4 below.
4. Noncompetition. (a) Ravine covenants and agrees that
for a period of one year commencing on the Termination Date, he will not,
directly or indirectly, for himself or for any other individual or entity,
own, manage, operate or control or participate in the ownership (except for
public share ownership of less than 5% of total outstanding shares),
management, operation or control of, or have a controlling financial
interest in the divisions of IBM, Fujitsu/Amdahl, Hitachi, EMC Corporation,
Memorex and Bell Atlantic Business Systems, which compete with the Company
or any of their affiliates or subsidiaries, including, without limitation,
the business of manufacturing, selling, leasing, licensing or maintenance of
high-performance tape drives, disk drives, memory, printers, or related
software in any city or county within any state of the United States or the
District of Columbia or any U.S. territory or possession or any other
country or subdivision thereof, in which the business of the Company has
been or is being carried on prior to and until one year from the Termination
Date. Ravine agrees that the places where the business of the Company has
been or is being carried on shall be deemed to include, but are not limited
to, places where the Company has had a place of business, has had employees,
agents or representatives or has advertised, sold or attempted to sell any
products or services. The covenants contained in this Paragraph 4(a) shall
be construed as a series of separate and severable covenants which are
identical in terms except for geographic coverage.
(b) Ravine covenants and agrees that during the two-year period
commencing with the Termination Date, he will not, directly or indirectly,
hire, solicit, or encourage then-current Company employees to apply for
employment with any person or entity (a) with which Ravine is (or intends to
be) employed, (b) by whom Ravine or a firm in which he is employed or has a
financial interest is engaged as a consultant, recruiter, independent
contractor or otherwise, or (c) in which Ravine is otherwise substantially
financially interested. Ravine further covenants and agrees that he will
not provide to any other person or entity the names of or references on any
person who is then employed by Company.
Ravine and the Company agree that if in any proceeding, the tribunal
shall refuse to enforce fully any covenants contained herein because such
covenants cover too extensive a geographic area or too long a period of time
or for any other reason whatsoever, any such covenant shall be deemed
amended to the extent (but only to the extent) required by law.
5. Release by Ravine. Ravine 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, his
heirs, successors or assigns have or may have on the date of
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this agreement against releasees and any and all liability which releasees may
have to him, whether denominated claims, demands, causes of action,
obligations, damages, or liabilities arising out of or related to the
circumstances of his employment and compensation by the Company, including, but
not limited to, any claims arising out of the 1991 Agreement, any claims of
discrimination under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, the Rehabilitation 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. This release
does not affect any claims which may arise under this Agreement. 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. Ravine 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.
6. Consulting. Ravine shall, subject to reasonable availability
and for a period of two years following the Termination Date, provide the
Company his consulting expertise with respect to such matters as the Company
may reasonably request. Any such consulting services beyond four hours per
assignment or 40 hours total shall be compensated at a rate of $150.00 per
hour.
7. No Adverse Comment. (a) Ravine covenants and agrees that
during the two-year period commencing on the Termination Date, and for so
long as the currently pending securities litigation and SEC investigations
involving the Company may be pending, he will not, except as is specifically
required by law or court process or consented to in writing by the Company,
(i) communicate to any person or entity any adverse information, written or
oral, concerning the Company, its officers, directors, employees, attorneys,
agents or advisers (including without limitation any communication
concerning information that he acquired while he was employed by the Company
and that concerns or relates to the business, operations, prospects or
affairs of the Company or any of its subsidiaries or affiliates or the
actions or conduct of any officer, director or employee of the Company or
any of its subsidiaries or affiliates) under circumstances in which it is
reasonably foreseeable that such information might be publicly reported or
disclosed or otherwise made available to the public or (ii) provide to any
person (other than his attorney) or entity any information that concerns or
relates to the negotiations or circumstances leading to the execution of
this Agreement or to the terms and conditions hereof or the parties'
performance hereunder.
(b) The Company covenants and agrees that during the two-year
period commencing on the Termination Date, it will not, except as is
specifically required by law or court process or consented to in writing by
Ravine, (i) communicate to any
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person or entity any adverse information, written or oral, concerning Ravine,
his attorneys, agents or advisers (including without limitation any
communication concerning information that the Company acquired while he was
employed by the Company) under circumstances in which it is reasonably
foreseeable that such information might be publicly reported or disclosed or
otherwise made available to the public or (ii) provide to any person (other
than the Company's attorneys or accountants) or entity any information that
concerns or relates to the negotiations or circumstances leading to the
execution of this Agreement or to the terms and conditions hereof or the
parties' performance hereunder. For purposes of this Paragraph 9, information
shall be deemed communicated or provided by the Company only if such
information is communicated or provided by, or at the direction of, a Director
or an elected Officer of the Company or in accordance with the Company's then
current Corporate Policies and Procedures. This Paragraph 7(b) shall not be
construed to prevent communication of information relating to this Agreement to
employees or Directors of the Company who have a need to know such information.
(c) The parties agree that the term 'information' as used in this
Paragraph 7 shall have the broadest possible meaning and shall include
matters that are not considered confidential or proprietary and that
constitute beliefs, views and opinions as well as facts. The parties
further agree that information shall be considered adverse if, considering
the surrounding facts and circumstances (whether or not known to the person
communicating the information) and the context, it could reasonably be
understood to be derogatory, pejorative, disparaging, uncomplimentary,
unkind, or otherwise to reflect unfavorably upon the other party (including,
without limitation, such other party's actions, intent, performance,
prospects or motivations), regardless of the truth or falsity of such
information, and regardless of whether such connotation is intended.
(d) Unless otherwise required to do so by law, subpoena or court
order, neither party will in any way communicate the terms of this agreement
with any person other than his or its attorneys or accountants.
8. Resignations. Ravine will submit to the Board of Directors and
Secretary of the Company his resignation, effective as of the Departure
Date, from the office of Executive Vice President, Customer Satisfaction & Worldwide Field Support and all other officer and director positions that he
may hold with the Company or its subsidiaries.
9. Effect on other Agreements and Plans. Except for the effects
resulting from the termination of Ravine's employment and except as may
otherwise be expressly provided herein, this Agreement shall have no effect
upon the parties' respective rights and obligations under stock option
agreements, The Company's Employee Stock Purchase and Profit-Sharing and
Thrift Plans, the Patent and Technical Information Agreements, the Option
Agreements, and the Restricted Stock Agreement.
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10. Remedies. The parties specifically agree that legal remedies
will not be adequate in the event that either party violates the provisions
of Paragraphs 4 or 7 hereof and that the aggrieved party shall be entitled,
in addition to its other legal remedies, to enjoin the activity of the other
which violates such Section(s). The foregoing provision shall not be deemed
to limit either party's right to obtain injunctive relief with respect to
any breach of any other provision of this Agreement.
11. Attorneys Fees. In the event of any action or proceeding
brought by either party against the other under this Agreement,the
prevailing party shall be entitled to recover all costs and expenses,
including the fees of its attorneys in such action or proceeding in such
amount as the court may adjudge reasonable as attorneys' fees.
12. Entire Agreement; Amendment. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject
matter hereof, and supersedes all prior oral or written agreements,
commitments or understandings with respect to the matters provided for
herein except as otherwise specified in Paragraph 9 above. No amendment,
modification or discharge of this Agreement shall be valid or binding unless
set forth in writing and duly executed by the party against whom enforcement
of the amendment, modification, or discharge is sought.
13. Waiver. No delay or failure on the part of any party hereto in
exercising any right, power or privilege under this Agreement shall impair
any such right, power or privilege or be construed as a waiver of any
default or any acquiescence therein. No single or partial exercise of any
such right, power or privilege shall preclude the further exercise of such
right, power or privilege or the exercise of any other right, power or
privilege. No waiver shall be valid against any party hereto unless made in
writing and signed by the party against whom enforcement of such waiver is
sought and then only to the extent expressly specified therein.
14. Governing Law. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of Colorado (excluding
the choice of law rules thereof). Venue for enforcement of any action
related to this Agreement shall be in Colorado.
15. Notices. All notices, demands, requests, or other
communications that may be or are required to be given, served or sent by
any party to any other party pursuant to this Agreement shall be in writing
and shall be hand-delivered or mailed by first-class, registered or
certified mail, return receipt requested, postage prepaid, or transmitted by
hand delivery, overnight express, telegram, facsimile transmission or telex,
addressed as follows:
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(i) If to the Company:
2270 South 88th Street
Louisville, Colorado 80028-4397
Attention: Corporate Vice President of Human Resources
(ii) If to Ravine:
Harris Ravine
8475 Greenwood Drive
Niwot, CO 80503
Each party may designate by notice in writing a new address to which any
notice, demand, request or communication may thereafter be so given, served
or sent. Each notice, demand, request, or communication that shall be
hand-delivered, mailed, transmitted by overnight express or telexed in the
manner described above, or that shall be delivered to a telegraph company,
shall be deemed sufficiently given, served, sent, received or delivered for
all purposes at such time as it is delivered to the addressee (with the
return receipt, the delivery receipt, or the answer back being deemed
conclusive, but not exclusive, evidence of such delivery) or at such time as
delivery is refused by the addressee upon presentation.
16. Headings. Section headings contained in this Agreement are
inserted for convenience of reference only, shall not be deemed to be a part
of this Agreement for any purpose, and shall not in any way define or affect
the meaning, construction or scope of any of the provisions hereof.
17. Execution in Counterparts. To facilitate execution, this
Agreement may be executed in as many counterparts as may be required; and it
shall not be necessary that the signatures of, or on behalf of, each party,
or that the signatures of all persons required to bind any party, appear on
each counterpart; but it shall be sufficient that all such signatures appear
on one or more of the counterparts. All counterparts shall collectively
constitute a single agreement. It shall not be necessary in making proof of
this Agreement to produce or account for more than a number of counterparts
containing the respective signatures of, or on behalf of, all of the parties
hereto.
18. Limitation on Benefits. It is the explicit intention of the
parties hereto that the covenants, undertakings and agreements set forth in
this Agreement shall be solely for the benefit of, and shall be enforceable
only by, the parties hereto or their respective successors, heirs,
executors, administrators, legal representatives and assigns.
19. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors,
heirs, executors, administrators, legal representatives and permitted
assigns.
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20. Severability. If any part or any provision of this Agreement
shall be determined to be invalid or unenforceable by reason of the extent,
duration or geographical scope thereof, or otherwise, then the parties agree
that the court making such determination may reduce such extent, duration or
geographical scope, or other provisions thereof, and in its reduced form
such part of provision shall then be enforceable in the manner contemplated
hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement, or have
caused this Agreement to be executed on their behalf, as of the date first
above written.
STORAGE TECHNOLOGY CORPORATION
By: /s/Sewell I. Sleek
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Name: Sewell I. Sleek
Title: Corporate V.P. Human Resources
I hereby certify that I have read the above Agreement, and I
voluntarily sign this Agreement after having been advised to seek my own
legal counsel, without threat or coercion, with full knowledge and
understanding of its contents, and without promise of benefit, except as
expressly recited in this Agreement.
I acknowledge that I have been given 21 days by the Company to
consider this agreement. I understand that I may revoke this Agreement for
a period of 7 days after I sign it by delivering written notice of my
revocation to the company and that the Agreement does not become effective
or enforceable until the expiration of such 7 day revocation period.
/s/Harris Ravine
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10/8/93
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Date
Presented to Harris Ravine this 8th day of October, 1993 by Sewell
Sleek.
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Severance Agreement - Storage Technology Corp. and Harris Ravine
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