{"id":39290,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-iomega-corp-and-werner-heid.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-iomega-corp-and-werner-heid","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-iomega-corp-and-werner-heid.html","title":{"rendered":"Employment Agreement &#8211; Iomega Corp. and Werner Heid"},"content":{"rendered":"<pre>\nWerner Heid\n\nDear Werner:\n\nOn behalf of the Board of Directors of Iomega Corporation (\"Iomega\"), \nI am pleased to offer you the position of President and Chief \nExecutive Officer of Iomega (\"CEO\") reporting to the Board of \nDirectors.  As CEO, you will be responsible for Iomega's strategic \nand operational leadership and will devote your entire business\ntime, attention and energies to the business and interests of Iomega. \n We would like you to join us as soon as possible.\n\nThe following sets forth the terms and conditions of your employment.\n\nBase Salary\n\nYour base salary for the balance of 2001 and for calendar year 2002 \nwill be at the rate of $475,000 per year, payable in monthly \ninstallments, subject to withholding taxes and other normal \ndeductions and Iomega's standard payroll policies.\n\nAnnual Incentive\n\nYour targeted incentive award will be equal to 100% of your annual \nbase salary for the balance of 2001 and for the calendar year 2002, \nprorated over the period of your actual employment during each year.  \nYou will be paid at this rate for the balance of 2001 and for the \ncalendar year 2002 and payments will be made monthly.  In future \nyears, incentive awards will be based on goals and performance \ncriteria determined by mutual agreement of you and the Board of \nDirectors and may vary from 0% to 200% of your then annual base \nsalary.\n\nOur normal practice is to determine and pay annual incentive awards \nin cash by mid-March following the close of the fiscal year on \nDecember 31st.\n\nOption Loss Payment\n\nIn consideration of your loss of potential gain from your stock \noptions with your current employer, Iomega will pay you the sum of \n$200,000 upon your commencement of employment.\n\nLong Term Incentives\n\nYou will be granted options to purchase an aggregate of 1,000,000 \nshares of Iomega common stock with an exercise price equal to the \nFair Market Value per share on the date of grant.  Fair Market Value \nmeans the average of the high and low New York Stock Exchange price \non the day preceding the day on which the option or options are \ngranted.  The date(s) of grant of such option(s) shall be determined \nmutually by you and the Chairman of Iomega's Board of Directors.  \nEach option shall be exercisable and the shares subject thereto (the \n\"Option Shares\") shall vest as follows:  33% of the Option Shares on \nthe date of grant and an additional 16.75% of the Option Shares on \neach of the first, second, third and fourth anniversaries of the date \nof your commencement of employment with Iomega.  Each option will be \nsubject to a stock option agreement, which contains, among other\nterms, requirements regarding confidentiality, non-solicitation, and \nnon-competition.\n\nBenefits\n\nIomega provides a comprehensive program of employee benefits, \nincluding:\n\n\no   Medical expense protection, including hospitalization, major \nmedical and dental coverage;\n\no   401(k) retirement savings plan;\n\no   Vacation and Holidays;\n\no   Participation in the Executive Life Insurance Program at \ntwo times annual base salary, subject to medical underwriting;\n\no   Participation in the Executive Long Term Disability \nProgram;\n\no   Participation in the Executive Tax Planning Services \nprovided by Price Waterhouse.\n\nTermination Payment\n\nYour employment with the Company is on an \"at will\" basis, which means \nthat either you or Iomega may terminate the employment relationship \nat any time for any reason or for no reason and with or without \nadvanced notice.  However, if the Company terminates your employment \nwithout \"cause\", the Company will:\n\no    Continue to pay you your then base salary (prorated and \npayable monthly) for a period of 12 months\nfollowing the date of your termination;\n\no    Pay you your target incentive award for the year in which such termination occurs (which amount shall be\npaid on a prorated basis during a period of 12 months following the date of your\ntermination); and\n\no    Continue to provide you the benefits described above until the earlier of (i) 12 months following the\ndate of your termination and (ii) the date that you commence a new employment relationship;\n\nprovided, however, that if you become employed or otherwise engage in gainful employment during the 12 month\nperiod following your termination, fifty percent (50%) of the amount that you obtain from such other employment\nwill be applied against and reduce the post-employment termination payments payable by Iomega; provided, however,\nthat notwithstanding the application of such mitigation payments, Iomega shall be obligated to pay you a minimum\nof six months of your then base salary and 50% of your target incentive award.\n\n     For purposes of this agreement, \"cause\" for termination shall be deemed to exist upon (a) a good faith\nfinding by Iomega's Board of Directors of (i) your failure to perform your assigned duties for Iomega, after\nwritten notice furnished to you by Iomega of such failure and your failure or inability to remedy the same within\n30 days after such notice, or (ii) your dishonesty, gross negligence or misconduct, or (b) your conviction of, or\nthe entry of a pleading of guilty or nolo contendere by you to, any crime involving moral turpitude or any\nfelony.\n\nMitigation\n\n     You agree that if you are terminated without cause, you will engage in diligent and reasonable efforts\nto seek other employment so as to mitigate, in part, the amount of payments which Iomega is required to pay you,\nas set forth under \"Termination Payment\" above.\n\nOther Agreements\n\n     You agree that your service as a director of Iomega will automatically terminate, without any further\naction by you or Iomega, upon the date that you cease to be the CEO of Iomega, unless the Board of Directors and\nyou otherwise agree.\n\n     As a condition of your employment, you will be required to sign and deliver Iomega's standard form of\nagreement regarding confidentiality, non-competition and non-solicitation and to produce proof of your\neligibility under federal immigrations laws to work in the United States.  In addition, Iomega will offer you the\nopportunity to enter into Iomega's standard form of Executive Retention Agreement for its executive officers,\nwhich provides certain rights and benefits in the event of a change in control of Iomega.\n\n     The start of your employment is contingent upon your acceptance of this offer and the terms and\nconditions described in this letter.  Additionally, it is Iomega's policy that all employees successfully pass a\ndrug screen at an Iomega approved facility prior to beginning employment.  The actual test date is at Iomega's\ndiscretion.\n\n     You represent that you are not bound by the terms of any employment contract, restrictive covenant or\nother agreement or restriction preventing you from accepting employment with or carrying out your\nresponsibilities for Iomega as contemplated.\n\n     This letter and the related agreements shall be governed by and construed in accordance with the laws of\nthe State of Delaware, without giving effect to any choice or conflict of law provision or rule, and supersede\nany prior understandings or agreements, whether oral or written, between you and Iomega.  This letter may not be\namended or modified except by an express written agreement signed by you and an authorized officer of Iomega.\n\n     We are looking forward to your joining Iomega.  If this letter correctly sets forth the terms under\nwhich you will be employed by Iomega, please sign the enclosed duplicate original copy of this letter and return\nit to me, whereupon this letter shall constitute a binding agreement between you and Iomega with respect to the\nsubject matter set forth herein.  The date you sign this agreement, as set forth below, will constitute your\nemployment commencement date.\n\n                                                     IOMEGA CORPORATION\n\n\n\n                                                     By:         \/s\/ David J. Dunn\n                                                     --------------------------------------\n                                                                 David J. Dunn, Chairman\n\n\n\nAccepted and Agreed this\n18th day of June, 2001\n\n\n\n   \/s\/ Werner T. Heid\n -------------------------------\n   Werner T. Heid\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7913],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9544],"class_list":["post-39290","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-iomega-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39290","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39290"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39290"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39290"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39290"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}