{"id":39588,"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-storage-technology-corp-and-alain.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-corp-and-alain","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-corp-and-alain.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Corp. and Alain Andreoli"},"content":{"rendered":"<pre>\n\n\n\n\n\n\n\n                         STORAGE TECHNOLOGY CORPORATION\n\n                              Employment Agreement\n\n                                 January 1, 2000\n\n\n\n\n\n\n\n\n\nG:\\legal\\ljs\\emp-ag1.frm                                          StorageTek\nProtected\npage 14\n                     CORPORATE OFFICER EMPLOYMENT AGREEMENT\n\n\nThis Corporate Officer Employment Agreement (the 'Agreement') is entered into as\nof January 1, 2000 (the  'Effective  Date') by and  between  Storage  Technology\nCorporation  (the  'Company'),  a  Delaware  corporation,   and  Alain  Andreoli\n(hereinafter,  'you' or 'your') and sets forth the terms and  conditions of your\nemployment  with the  Company.  Previously,  you and the Company  entered into a\nletter  agreement  dated January 7, 2000  concerning  your  employment  with the\nCompany (the 'Letter  Agreement').  This Agreement shall  supplement that Letter\nAgreement.  However,  wherever there may be a conflict between the terms of this\nAgreement  and the Letter  Agreement,  the terms of the Letter  Agreement  shall\nprevail. All prior agreements,  other than the Letter Agreement, between you and\nthe Company  concerning  your employment with the Company are superseded by this\nAgreement  and shall  henceforth  be null and  void.  In  consideration  of your\nemployment by the Company on the terms and conditions  set forth below,  and the\nmutual covenants and agreements  contained herein,  you and the Company agree as\nfollows:\n\n      1. Position. You will be employed full-time by the Company in the position\nof Corporate  Vice  President,  International  Operations,  Global  Services and\nE-Business of the Company,  which is an executive and management level position,\ninitially  reporting  to David Weiss,  the  Chairman,  President  and CEO of the\nCompany.  During your  employment,  you shall devote your entire  working  time,\nattention  and energies to the business of the Company and shall be bound by the\nCompany?s  Corporate  Policies and  Practices  from time to time in effect.  You\nshall not engage in any other business or personal  activity or activities  that\nrequire  services by you that may conflict with the proper  performance  of your\nduties hereunder.\n\n      2.    Certain Defined Terms.\n\n\n\n\n\n\n\n\n            a. Cause. ?Cause? means any of the following: (i) willful failure to\nperform your duties and responsibilities as an officer of the Company; (ii) your\nwillful breach of any provision of this Agreement;  (iii) your willful breach of\nany other written agreement  between you and the Company;  (iv) gross negligence\nor  dishonesty in the  performance  of your duties  hereunder;  (v) your willful\nviolation of any of the Corporate  Policies and Practices as in effect from time\nto time; (vi) your engaging in conduct or activities  that  materially  conflict\nwith the interests of or injure the Company,  or materially  interfere with your\nduties  owed to the  Company;  (vii)  your  refusal to comply  with or  material\nneglect of instructions  received from your manager;  and (viii) your conviction\n(including any plea of guilty or nolo contendere) for a felony.\n\n            b. Change of Control.  'Change of Control'  means the  occurrence of\nany of the following events:\n\n                  (i) The  acquisition  by any 'person' (as such term is used in\nSections  13(d) and 14(d) of the  Securities  Exchange Act of 1934, as amended),\nother than the Company or a person  that  directly or  indirectly  controls,  is\ncontrolled by, or is under common control with, the Company,  of the 'beneficial\nownership' (as defined in Rule 13d-3 under said Act), directly or indirectly, of\nsecurities of the Company representing  thirty-five percent (35%) or more of the\ntotal  voting  power  represented  by  the  Company's  then  outstanding  voting\nsecurities; or\n\n                  (ii) A merger or  consolidation  of the Company with any other\ncorporation,  other than a merger or  consolidation  which  would  result in the\nvoting  securities  of  the  Company   outstanding   immediately  prior  thereto\ncontinuing to represent  (either by remaining  outstanding or by being converted\ninto voting securities of the surviving entity [including the parent corporation\nof such  surviving  entity]) at least fifty  percent  (50%) of the total  voting\npower  represented  by the voting  securities  of the Company or such  surviving\nentity  outstanding  immediately  after  such  merger or  consolidation,  or the\napproval by the stockholders of the Company of a plan of complete liquidation of\nthe Company,  or the sale or disposition by the Company of all or  substantially\nall the Company's assets.\n\n       c.  Disability.   'Disability'   means  that  you  have  been  unable  to\nsubstantially  perform  your duties  under this  Agreement as the result of your\nincapacity due to physical or mental  illness for a period of twenty-six  weeks,\nconsecutive  or  otherwise,  after  its  commencement.  This  definition  is for\npurposes of this agreement only and does not address  company short term or long\nterm benefit policies.\n\n\n\n\n\n\n\n\n       d. Involuntary  Termination.  'Involuntary  Termination' means any of the\nfollowing:  (i)  termination  of your  employment  by the  Company  which is not\neffected for Cause;  (ii)  termination  of your  employment  with the Company by\nreason of your death or Disability;  (iii) during the  twenty-four  month period\nfollowing a Change of Control,  termination  of your  employment  for any reason\nother than for Cause;  (iv) the failure of the Company to obtain the  assumption\nof this  Agreement  by any  successors  contemplated  in Section  10 below;  (v)\nwithout  your  express  written  consent,  your  relocation  to a facility  or a\nlocation more than 50 miles from your present office location; (vi) without your\nexpress  written  consent,  a material  reduction in your Base Salary and Target\nBonus opportunity, stated as a percentage of your Base Salary, as defined below,\nas in effect  immediately  prior to such reduction,  where a material  reduction\nshall be deemed to be a cumulative  reduction  of greater  than fifteen  percent\n(15%),  except as provided in Section 4 below;  or (vii)  without  your  written\nconsent, a significant reduction of your duties, authority, responsibilities.\n\n       e. Termination Date.  'Termination Date' means any of the following:  (i)\nthe date on which the Company delivers to you a written notice of termination or\nsuch later date as may be  specified in the notice of  termination;  (ii) in the\nevent  employment ends by reason of your death or Disability,  the date of death\nor  determination  of  Disability;  and (iii) in the  event  this  Agreement  is\nterminated by you, the date on which you deliver a written notice of termination\nto the Company or such  effective  date as you and the  Company  may agree.  Any\nnotice of termination  shall specify the provision(s) in this Agreement  claimed\nto provide a basis for termination.\n\n 3. Base  Compensation.  For your services during your  employment,  the Company\nwill pay you a base salary at the  annualized  rate equal to $ 325,000.00.  Such\nsalary  shall  be paid  periodically  in  accordance  with  the  normal  payroll\npractices of the Company in effect from time to time, less any withholding taxes\nas set forth below. The amount of your base salary may be increased from time to\ntime during your  employment,  and may be reduced,  consistent with Section 2.d,\nabove, if the Board of Directors of the Company (?Board?) requires a decrease in\nbase salary for all corporate officers and business unit managers,  or as may be\nmutually agreed upon by you and the Company (such  annualized base salary as may\nbe  adjusted  from  time to time is  referred  to in  this  Agreement  as  ?Base\nSalary?).\n\n\n\n\n\n\n\n\n 4. Incentive Bonuses. The Company currently maintains a Management By Objective\nBonus Program (the 'MBO  Program') as may be modified from time to time.  During\nyour  employment,  you shall be eligible to receive  bonuses under the terms and\nconditions of the MBO Program  approved by the Board and\/or the Human  Resources\nand  Compensation  Committee  of  the  Board,  based  upon  the  achievement  of\npre-established  financial and other performance  goals. In particular,  you are\nspecifically  eligible to receive a bonus under the MBO Program  equal to 60% of\nyour Base Salary at the target level of  performance.  The amount of your target\nbonus opportunity,  stated as a percentage of your Base Salary, may be increased\nfrom  time to time  during  your  employment,  and may be  reduced  if the Board\nrequires a decrease in the target bonus  opportunity for all corporate  officers\nand business  unit  managers,  or as may be mutually  agreed upon by you and the\nCompany  (such  annualized  target bonus as may be adjusted from time to time is\nreferred to in this  Agreement as ?Target  Bonus?).  Any payments  under the MBO\nProgram  shall be made in  accordance  with the  provisions  of,  and  under the\nconditions  contained  in, the MBO  Program,  and may be  subject  to  achieving\npre-established individual performance goals. Failure to achieve your individual\nperformance goals may result in a reduced payment or no Target Bonus payment.\n\n 5.    Termination of Employment; Severance Benefits.\n\n\n\n\n\n\n\n\n            a.  Involuntary  Termination.  If your  employment  terminates  as a\nresult of an Involuntary Termination other than for Cause, you shall be entitled\nto  receive a  severance  payment  equal to the sum of (i) one  times  your Base\nSalary for the fiscal year then in effect, plus (ii) one times your Target Bonus\nfor the fiscal year then in effect, whether or not such bonus would otherwise be\npayable (or, if no Target Bonus is in effect for such year,  the highest  Target\nBonus in the three preceding  fiscal years);  provided,  that in the event of an\nInvoluntary  Termination  upon a Change of  Control,  you shall be  entitled  to\nreceive a severance  payment  equal to the sum of (x) two times your Base Salary\nfor the  fiscal  year then in  effect,  plus (y) two times  your  Target  Bonus,\nwhether or not such bonus would  otherwise be payable (or, if no Target Bonus is\nin effect for such year, the highest Target Bonus in the three preceding  fiscal\nyears).  Any severance  payments to which you become  entitled  pursuant to this\nSection shall be paid to you (or your estate or beneficiary in the event of your\ndeath) in a lump sum within thirty  calendar days of your  Termination  Date and\nshall be paid  contingent  upon your  execution and delivery to the Company of a\nSettlement and Release  Agreement  substantially  in the form attached hereto as\nExhibit A.\n\n            b. Restricted Stock and Stock Options. In the event you are entitled\nto receive  severance  pursuant  to this  Section,  then,  in  addition  to such\nseverance,  all unvested stock options  granted to you under the Company's stock\noption plans (or under any successor  company's  stock option plans) on or after\nthe Effective Date shall vest and become  exercisable in full, and the Company?s\nright to repurchase any shares of restricted  stock  purchased  under any of the\nCompany?s  stock plans on or after the  Effective  Date shall  terminate and all\nsuch stock shall become fully vested.\n\n            c. Voluntary Resignation;  Termination For Cause. If you voluntarily\nresign from the Company  (other than as an Involuntary  Termination),  or if the\nCompany  terminates your employment for Cause, then you shall not be entitled to\nreceive any severance or other benefits  except for those  benefits,  if any, as\nmay then be established  under then existing  benefits plans at the time of your\nresignation or termination.\n\n            d. Notice of  Termination.  Any termination (of your employment with\nthe  Company  other  than by  reason  of your  Death  or  Disability)  shall  be\ncommunicated  by a notice of termination  given to the other in accordance  with\nthe Notice Provisions of this Agreement. Such notice shall indicate the specific\ntermination  provision  in this  Agreement  relied  upon,  shall  set  forth  in\nreasonable  detail  the facts and  circumstances  claimed to provide a basis for\ntermination under the provision so indicated,  and shall specify the Termination\nDate.\n\n      6.    Employee Benefit Programs.\n\n\n\n\n\n\n\n\n            a.  You  shall  be  eligible  to  participate  in the  employee  and\nexecutive  benefit  programs  maintained  by  the  Company,  including  (without\nlimitation) any qualified or non-qualified retirement plans or programs, savings\nand profit-sharing plans, stock option, restricted stock and other equity plans,\nbonus  plans,  deferred  compensation  plans,  life,  short-term  and  long-term\ndisability,  medical,  accident and other insurance programs,  paid vacations in\naccordance with the policy for executive  officers as may be in effect from time\nto time,  and similar  plans or programs,  subject in each case to the generally\napplicable  terms and  conditions  of any such plan or  program  and to the sole\ndetermination  of the Board,  or any committee of the Board,  or other committee\nadministering  such plan or program.  During your employment,  the Company shall\nprovide you with (i) an annual  reimbursement  for  financial and tax and estate\nplanning  expenses  incurred  by you in an amount  not to exceed 1% of your Base\nSalary;  and (ii) the various  executive  officer  perquisites to the extent the\nCompany continues to offer them from time to time.\n\n            b. Stock option,  restricted stock or other equity benefits, if any,\nshall be  awarded  by the Board  pursuant  to the terms  and  conditions  of the\nCompany?s equity plans for employees, as may be in effect from time to time. The\nCompany?s 1995 Equity Participation Plan, as amended, provides that stock option\nand stock  appreciation  rights may be subject to forfeiture and any option gain\nmay be payable by you to the Company  during a period  specified  in the plan in\nthe event you may engage in activities that are in competition  with the Company\nfollowing your termination.  You are encouraged to carefully review the terms of\nthe plan and any other equity plans that may be in effect from time to time, and\nany stock option agreements in their entirety.\n\n\n\n\n\n\n\n\n      7.  Limitation  on  Payments.  In the event that the  severance  and other\nbenefits  provided for in this  Agreement or otherwise  payable to you (i) would\nconstitute  ?parachute  payments?  within the  meaning  of  Section  280G of the\nInternal  Revenue  Code of 1986,  as amended  (the ?Code?) and (ii) but for this\nSection, would be subject to the excise tax imposed by Section 4999 of the Code,\nthen such severance and other benefits shall be either (i) delivered in full, or\n(ii) delivered as to such lesser extent which would result in no portion of such\nseverance and other  benefits  being subject to excise tax under Section 4999 of\nthe Code, whichever of the foregoing amounts, taking into account the applicable\nfederal,  state and local  income  taxes and the excise  tax  imposed by Section\n4999,  results in the  receipt by you on an  after-tax  basis,  of the  greatest\namount of benefits,  notwithstanding  that all or some portion of such  benefits\nmay be taxable under Section 4999 of the Code.  Unless you and the Company agree\notherwise in writing,  any  determination  required  under this Section shall be\nmade  in  writing  by  the  Company?s   independent   public   accountants  (the\n?Accountants?).  Such determination shall be conclusive and binding upon you and\nthe Company for all purposes.  For purposes of making the calculations  required\nby  this  Section,   the  Accountants   may  make  reasonable   assumptions  and\napproximations  concerning  applicable  taxes and may rely on  reasonable,  good\nfaith  interpretations  concerning the  application of Sections 280G and 4999 of\nthe Code. You and the Company shall furnish to the Accountants  such information\nand  documents  as the  Accountants  may  reasonably  request in order to make a\ndetermination  under  this  Section.  The  Company  shall  bear  all  costs  the\nAccountants   may  reasonably   incur  in  connection   with  any   calculations\ncontemplated by this Section.\n\n      8.    Non-Compete; Non-Solicit.\n\n            a. Each of the  parties  hereto  recognize  that your  services  are\nspecial and unique and that the level of compensation  and the other  provisions\nherein  for  compensation  and  benefits  are  partly  in  consideration  of and\nconditioned  upon your agreement not to compete with the Company,  and that your\ncovenant not to compete or solicit as set forth in this Section during and after\nyour  employment  with the Company is essential to protect the business and good\nwill of the Company.\n\n\n\n\n\n\n\n\n            b. You agree that during your  employment with the Company and for a\nperiod ending twelve months following the Termination  Date, you will not either\ndirectly or indirectly,  engage in any activity in competition with any product,\nservice or other activity of the Company (said competing  products,  services or\nactivities  to  be  determined  and  identified  at  the  Company?s   reasonable\ndiscretion at the Termination Date, which competition will be defined to include\nthe design,  manufacture  or sale of products  and  services in markets that the\nCompany is either  actively  involved in or has expressed its positive intent to\nenter into at the Termination  Date), or harmful or contrary to the interests of\nthe Company, including, but not limited to: accepting employment with or serving\nas a consultant  or advisor or director to any employer  that is in  competition\nwith the Company or acting  against the interests of the Company;  or disclosing\nor misusing any confidential, proprietary or material information concerning the\nCompany (such information  includes,  without limitation,  information regarding\nthe Company?s operations,  its products and services,  product designs, business\nplans,  strategic  plans,  marketing and  distribution  plans and  arrangements,\ncustomers, and financial statements,  budgets and forecasts, and employee names,\ntitles, compensation,  skills and performance);  or participating in any hostile\ntakeover attempt of the Company.\n\n            c. You agree that for a period of twenty four months  following  the\nTermination Date that you will not, either directly or indirectly: (i) induce or\nattempt to influence  any employee of the Company to leave  his\/her  employ with\nthe Company; (ii) solicit or encourage  then-current employees of the Company to\napply for  employment  with any person or entity with which you are  employed or\nwith which you intend to become employed, or in which you have or intend to have\na financial  interest,  as a consultant,  recruiter,  independent  contractor or\notherwise,  or in which you have a substantial  financial or equity interest; or\n(iii)  provide to any other  person or entity the names of any  employee  who is\nemployed by the Company on the  Termination  Date. For purposes of this Section,\nthe term  'Company'  shall mean and  include  the  Company,  any  subsidiary  or\naffiliate  of the  Company,  any  successor  to the  business of the Company (by\nmerger,  consolidation,  sale of  assets  or stock or  otherwise)  and any other\ncorporation or entity for which you may serve as a director, officer or employee\nat the request of the Company or any successor of the Company.\n\n            d. You agree  that if you  breach the  covenants  contained  in this\nSection,  you will forfeit your right to receive any  severance  benefits  under\nthis Agreement. Further, you agree that if any severance payments have been paid\nto you,  the total  amount of such  payments  shall be returned  and paid to the\nCompany  promptly  upon  the  Company  notifying  you of  such  breach.  Nothing\ncontained in this paragraph (d) shall preclude injunctive relief.\n\n            e. You agree that the Company would suffer an irreparable  injury if\nyou were to breach the covenants  contained in this Section and that the Company\nwould by reason of such breach or  threatened  breach be entitled to  injunctive\nrelief in a court of appropriate  jurisdiction  and you hereby  stipulate to the\nentering of such injunctive relief prohibiting you from engaging in such breach.\n\n\n\n\n\n\n\n\n            f. If any of the  restrictions  contained in this  Section  shall be\ndeemed to be  unenforceable  by reason of the extent,  duration or  geographical\nscope or other provisions thereof,  then the parties hereto contemplate that the\ncourt shall reduce such extent, duration,  geographical scope or other provision\nhereof and enforce  this  Section 8 in its reduced  form for all purposes in the\nmanner contemplated hereby.\n\n      9.    Successors.\n\n            a.  Company's  Successors.  Any  successor  to the Company  (whether\ndirect or  indirect  and  whether by  purchase,  lease,  merger,  consolidation,\nliquidation or otherwise) to all or substantially all of the Company's  business\nand assets shall assume the obligations under this Agreement and agree expressly\nto perform the  obligations  under this  Agreement in the same manner and to the\nsame extent as the Company would be required to perform such  obligations in the\nabsence  of a  succession.  For all  purposes  under  this  Agreement,  the term\n'Company' shall include any successor to the Company's business and assets which\nexecutes  and  delivers the  assumption  agreement  described in this Section or\nwhich becomes bound by the terms of this Agreement by operation of law.\n\n            b. Employee's  Successors.  The terms of this Agreement and all your\nrights  hereunder  shall inure to the benefit  of, and be  enforceable  by, your\npersonal or legal representatives, executors, administrators, successors, heirs,\ndevisees and legatees.\n\n      10.   Miscellaneous Provisions.\n\n            a. Withholding. All payments to you pursuant to this Agreement shall\nbe subject to withholding  of all amounts  required to be withheld by applicable\nInternal  Revenue  Service and State tax authorities by the Company and shall be\nconditioned  upon  your  submission  of  all  information  or  execution  of all\ninstruments  necessary  to enable the  Company to comply  with such  withholding\nrequirements.\n\n\n\n\n\n\n\n\n            b. Confidentiality Agreement. As a condition of your employment, you\nhave executed the Company's  standard form  Proprietary  Rights Agreement or any\nother confidential  inventions and trade secrets agreement.  You hereby reaffirm\nthat during your employment with the Company and thereafter you will comply with\nall  provisions  of such  agreement  and  agree  that you will  enter  into such\nmodifications or amendments  thereof as the Company may reasonably  request from\ntime to time.\n\n            c. Stock  Ownership  Guidelines.  During  your  employment  with the\nCompany,  you  agree  to  comply  with the  corporate  officer  stock  ownership\nguidelines  approved  by the  Board or any  committee  of the  Board,  as may be\namended from time to time.\n\n            d.  Notice.  Any notice  required to be given  under this  Agreement\nshall be given in  writing,  either by  personal  delivery  or by  causing  such\nwritten notice to be mailed,  first class postage prepaid,  in the United States\nmail, to the parties at the addresses set forth below,  or at such other address\nfor a party as shall be  specified  by like  notice,  provided  that  notices of\nchange of address shall be effective only upon receipt thereof.\n\n            Company:    Storage Technology Corporation\n                        One StorageTek Drive\n                           Louisville, Colorado 80028\n                           Attention: General Counsel\n\n                        Alain Andreoli\n                        14 Esmond Road\n                        Bedford Park, London\n\n            e. Amendment or  Modification.  This Agreement may not be amended or\nmodified and no provision shall be waived unless agreed to in writing and signed\nby you and the  Company.  No  waiver  by  either  party  of any  breach  of this\nAgreement  shall be deemed a waiver  of any  other  provision  or  condition  at\nanother time.\n\n\n\n\n\n\n\n\n            f.  Assignment.  The rights of any person to  payments  or  benefits\nunder this Agreement  shall not be made subject to option or assignment,  either\nby  voluntary  or  involuntary  assignment  or by  operation  of law,  including\n(without  limitation)  bankruptcy,  garnishment,  attachment or other creditor's\nprocess,  and any action in violation of this Section shall be void. The Company\nmay assign its rights under this Agreement to an affiliate.\n\n            g.    Governing   Law.   This   Agreement   is  entered   into  in\naccordance  with, and shall be interpreted  pursuant to the provisions of, the\nlaws of the State of Colorado.\n\n            h. Arbitration. Any controversy or claim arising between you and the\nCompany including,  without limitation,  any claims, demands or causes of action\nalleging wrongful discharge;  unlawful  discrimination  based on sex, age, race,\nnational  origin,  disability,  religion  or other  unlawful  basis;  breach  of\ncontract;  or any claims seeking damages under any federal,  state or local law,\nrule,  regulation  or common law  theory;  but  excluding  any claims by you for\nworker?s compensation or unemployment compensation,  and excluding any claims by\nthe Company for injunctive relief (for instance,  for breach of confidentiality,\nbreach of a covenant  not to  compete,  violation  of trade  secrets,  or unfair\ncompetition),  shall be resolved by final and  binding  arbitration.  By signing\nbelow,  you  voluntarily  waive any right to submit claims to a judge or jury in\neither  state  or  federal  court.  The  arbitration  shall  be held in  Denver,\nColorado, or elsewhere by mutual agreement.  The selection of the arbitrator and\nprocedure shall be governed by the Employment  Arbitration Rules of the American\nArbitration  Association,  as amended.  The  arbitrator  shall be someone with a\nminimum seven years of employment  law  background  and from the AAA  Commercial\nArbitration  Panel or, if both parties agree,  the Judicial  Arbiters Group. The\narbitrator  shall apply the  applicable  substantive  law to any claim;  for any\nstate law claim or damages issues,  the law of Colorado shall govern,  including\nbut not limited to the provisions of C.R.S. Sections 13-21-102(5). Judgment upon\nan  award  rendered  by an  arbitration  may  be  entered  by any  court  having\njurisdiction.  The  Company  will  pay the  cost  normally  associated  with the\narbitration,  including the arbitrator?s fee and any fee for a hearing facility.\nFollowing  resolution  of all  claims  between  the  parties  in an  arbitration\nproceeding, if the arbitrator so determines, the Company shall reimburse you for\nall  reasonable  legal fees and expenses that you incurred in connection  with a\nsuccessful claim to enforce your rights under this Agreement.\n\n\n\n\n\n\n\n\n            i. Severability. If any provision of this Agreement shall be held to\nbe invalid or  unenforceable,  such  invalidity  or  unenforceability  shall not\naffect or impair the validity or enforceability  of the remaining  provisions of\nthis  Agreement,  which shall remain in full force and effect in accordance with\ntheir terms.\n\n            j.  Entire  Agreement.  This  Agreement,  together  with  the  other\nagreements  referenced  herein,  embody the entire agreement between the parties\nrelating to the subject matter hereof, and supersede all previous  agreements or\nunderstandings, whether oral or written.\n\n            k. Knowledge and  Representation.  By signing below, you acknowledge\nthat the terms of this  Agreement  have been fully  explained  to you,  that you\nunderstand  the nature and extent of the rights and  obligations  provided under\nthis Agreement, and that you have been encouraged to and have had an opportunity\nto consult legal counsel prior to signing this Agreement.\n\n\n\n\n\n\n\n      IN WITNESS  WHEREOF,  each of the parties has executed this Agreement,  in\nthe case of the Company by its duly authorized officer or representative,  as of\nthe day and year first above written.\n\nSTORAGE TECHNOLOGY CORPORATION\n\n\n\nBy:                                                               \n\nTitle:                        _______________________________\n\n\nALAIN ANDREOLI:\n\n\n\n\n\n\n\n\n\n\n\n                                    EXHIBIT A\n\n                             SETTLEMENT AND RELEASE\n\n\n1.   In exchange for payment of salary (in the amount of  ________)  and bonus\n     (in the amount of  _________)  to  ___________  ('Employee'),  by Storage\n     Technology   Corporation   ('Company')   and  other  good  and   valuable\n     consideration,  Employee hereby irrevocably and unconditionally  releases\n     and   discharges  the  Company,   its  past  and  present   subsidiaries,\n     divisions,  officers,  directors,  agents,  employees,   successors,  and\n     assigns   (separately   and   collectively,   'releasees')   jointly  and\n     individually,  from any and all claims,  known or unknown,  which he\/she,\n     his\/her heirs,  successors or assigns have or may have against  releasees\n     and any and all liability  which  releasees  may have to him\/her  whether\n     denominated claims, demands, causes of action,  obligations,  damages, or\n     liabilities  arising  from  any  and  all  bases,   however  denominated,\n     including but not limited to, any claims of discrimination  under the Age\n     Discrimination  in  Employment  Act ('ADEA'),  the Older Workers  Benefit\n     Protection  Act, the  Rehabilitation  Act, the Family  Medical Leave Act,\n     the Americans  with  Disabilities  Act, Title VII of the Civil Rights Act\n     of 1964,  the Civil  Rights  Act of 1991 or any  federal  or state  civil\n     rights act,  claims for wrongful  discharge,  breach of contract,  or for\n     damages under any other federal,  state or local law, rule or regulation,\n     or common law under any  theory;  provided,  however,  that this  release\n     does not affect (1) any claims for  benefits  which have  vested or shall\n     vest on or before  the  effective  date of this  Settlement  and  Release\n     (?Release?)  under any of the Company's benefit plans; (2) any claims for\n     indemnification  for acts of Employee which have occurred or may occur as\n     an officer or employee of the Company;  or (3) any claims which may arise\n     after the execution of this Release.  This release  specifically  excepts\n     any claim Employee may wish to make for  unemployment  compensation,  and\n     the  Company  agrees  not to  contest  any  claim  made by  Employee  for\n     unemployment  compensation.  This  release is for any  relief,  no matter\n     how  denominated,  including,  but not limited  to, back pay,  front pay,\n     compensatory   damages,   punitive  damages,  or  damages  for  pain  and\n     suffering.  Employee  further  agrees that he\/she will not file or permit\n     to  be  filed  on  his\/her  behalf  any  such  claim,   will  not  permit\n     himself\/herself  to be a member of any class seeking  relief  against the\n     releasees  and will not  counsel or assist in the  prosecution  of claims\n     against  the   releasees,   whether   those   claims  are  on  behalf  of\n     himself\/herself  or others,  unless  he\/she is under a court  order to do\n     so.\n\n\n\n\n\n\n\n\n2.   Employee  agrees that by signing  this  Release,  he\/she is giving up the\n     right  to sue  for  age  discrimination,  and  that  under  this  Release\n     Employee  shall  receive  consideration  to which he\/she is not otherwise\n     entitled,  and would not receive but for his\/her  release of rights under\n     the ADEA.  Employee  has up to  twenty-one  (21) days after  delivery  of\n     this Release to consider  whether to sign this Release.  Employee  agrees\n     that,  after he\/she has signed and delivered this Release to the Company,\n     this  Release will not be  effective  or  enforceable  until the end of a\n     seven (7) day  revocation  period  beginning  the day after the  Employee\n     signs this  Release,  and that  Employee  will not receive the  severance\n     payment due under the Employment  Agreement  until this seven-day  period\n     has  expired.  During this  seven-day  period,  Employee  may revoke this\n     Release,  without reason and in his\/her sole judgment,  but he\/she may do\n     so only by  delivering a written  statement of  revocation to the Company\n     to the  attention of General  Counsel.  If the Company does not receive a\n     written  statement  of  revocation  from  Employee  by  the  end  of  the\n     revocation period,  then this Release will become legally enforceable and\n     Employee may not thereafter revoke this Release.\n\n3.   Employee  agrees that this Release shall be governed by federal law and the\n     internal laws of the State of Colorado,  irrespective  of the choice of law\n     rules of any state.\n\n\nACKNOWLEDGMENT:\n\nEmployee's  signature  below  acknowledges  that  he\/she has read this  document\nfully,  that  he\/she  understands  and  agrees  to  its  contents,  that  he\/she\nunderstands  that it is a legally  binding  document,  and that  he\/she has been\nadvised to consult a lawyer of his\/her choosing before signing this Release, and\nhas had the opportunity to do so.\n\n\n\n--------------------------        -----------------------------------\nDate                                    EMPLOYEE\n\n\n\n\n\nThis Release presented to Employee on __________________________.\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8959],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9544],"class_list":["post-39588","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-storage-technology-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\/39588","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=39588"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39588"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39588"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39588"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}