{"id":39592,"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-david-e3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-corp-and-david-e3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-corp-and-david-e3.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Corp. and David E. Lacey"},"content":{"rendered":"<pre>\nJune 24, 1996\n\n\nDavid E. Lacey\n1860 East Cedar Avenue\nDenver, CO  80209\n\nDear David:\n\nThis letter (the 'Agreement') sets forth the terms and conditions of your\nemployment with Storage Technology Corporation (the 'Company').  It is\nintended to replace all prior agreements, including but not limited to the\nletter agreements of February 17, 1995 and May 22, 1996.  In consideration\nof your employment by the Company on the terms and conditions set forth\nbelow, and the mutual covenants and agreements contained herein, you and the\nCompany agree as follows:\n\n     1.   Position:  You will be employed full-time by the Company as\nExecutive Vice President and Chief Financial Officer.  You will report to\nthe Chief Executive Officer of the Company, or such other officer as he or\nshe may designate from time to time, and perform such duties as may be\nassigned you from time to time.  During the Employment Term (as herein\ndefined), you shall devote your entire working time, attention and energies\nto the business of the Company.  Except for personal investments, which\nshall not conflict with the business of the Company, you shall not engage in\nany other business activity or activities that require personal services by\nyou that may conflict with the proper performance of your duties hereunder.\n\n     2.   Employment.  The term of your employment pursuant to this\nagreement (the 'Employment Term') is effective as of May 22, 1996 and shall\nthereafter continue on an 'at will' basis at the salary and terms contained\nherein unless otherwise modified by the chief executive officer ('CEO') or\nhis or her designee.\n\n     3.   Base Compensation.  For your services during the Employment Term,\nthe Company will pay you an annual base salary, effective May 22, 1996, of\n$255,000.00 per year.  \n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\n\nDavid E. Lacey\nJune 24, 1996\nPage 2\n\n\n\nSuch salary shall be payable in installments in accordance with the regular\npayroll policies of the Company in effect from time to time during the\nEmployment Term.  The amount of your base salary may be adjusted either upward\nor downward by the Company from time to time during the Employment Term.\n        \n     4.   Stock Options:  In addition to stock options earlier granted to\nyou, you have received a grant for an additional 35,000 shares, 40% of which\nvest over the next three years in equal installments on the anniversary of\nthe grant date and 60% of which vest eight years from the date of grant,\nunless vesting is accelerated to the first, second or third year\nanniversaries of the grant date, in one-third increments, based on\nperformance against goals to be established by the Board.  You continue to\nbe eligible for future grants in accordance with the policies of the Company\nin effect from time to time.\n\n     5.   Bonuses.\n\n          (a)  MBO Bonus Program.  The Company currently maintains a\nManagement By Objective Bonus Program (the 'MBO Program').  During the\nEmployment Term, you shall be eligible for such bonuses as may be\nestablished from time to time in accordance with the MBO Program by the\nCompany's Board of Directors (the 'Board').  For 1996, the Board has\nestablished for you an On Plan Bonus potential percentage of 50%.  Such\npercentage may be adjusted either upward or downward for subsequent years\nduring the Employment Term.  Any payments under the MBO Program shall be\nmade in accordance with the provisions of, and under the conditions\ncontained in, the MBO Program and the terms of any bonus award authorized\nfor you by the Board.\n\n     6.   Termination of Employment.\n\n          (a)  Termination Without Cause.  If, during the Employment Term,\nthe Company elects to terminate your employment without 'Cause' (as that\nterm is defined in paragraph 6(d)), except for terminations covered by the\nprovisions of paragraph 6(b), or if you should die without Cause existing at\nsuch time, you shall be entitled to receive, as a severance payment, a\npayment equal to the sum of (i) your then current rate of annual base salary\nand (ii) 100% of your On Plan Bonus potential percentage under the MBO\nProgram for the year of termination (whether or not such bonus would be\notherwise payable).  Such amount shall be \n\n\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\nDavid E. Lacey\nJune 24, 1996\nPage 3\n\n\n\n\npaid to you in a cash lump sum within thirty days after your termination of\nemployment pursuant to this paragraph 6(a).  In addition, you shall be entitled\nto exercise any vested stock options then held to acquire shares of Common\nStock in accordance with the Option Agreement.\n        \n          (b)  Termination in the Event of Sale, Merger or Change of\nControl.  If, during the Employment Term, the Company is sold, or merged\nwith or into another company (in a transaction in which the Company is not\nthe surviving entity), or in which the stockholders of the Company\nimmediately prior to the merger own 50% or less of the Company after the\nmerger, or all or substantially all of the assets of the Company are sold,\nor more than 25% of the outstanding voting capital stock of the Company is\nacquired by another person or persons (as such term is used in Sections\n13(d) and 14(d)(2) of the Securities Exchange Act of 1934) acting as a\ngroup, (any of which events is referred to hereinafter as a 'Change in\nControl'), and your employment is terminated either by you for any reason or\nby the Company without Cause and such termination occurs within 24 months\nafter the date of any such Change in Control, then, upon such termination,\nand subject to the provisions of paragraphc 6(c) below, (i) the Company will\npay you an amount equal to two times your annual base salary then in effect,\nplus two times 100% of your On Plan Bonus under the MBO Program based on\nyour annual salary and On Plan Bonus potential percentage in effect\nimmediately prior to the Change in Control (which shall be calculated as if\nthe Company meets its plan for such year and which shall be payable whether\nor not the Company does in fact meet its plan), (ii) all outstanding stock\noptions shall fully vest and become exercisable in full, and (iii) the\nCompany's right to repurchase shall terminate with respect to any stock\nearlier purchased by you under the Company's 1987 Equity Participation Plan,\nand all such stock shall become fully vested.  In addition, after such\ntermination of employment, you shall be entitled to exercise all stock\noptions in accordance with the terms of the Option Agreements.  To the\nextent you would be entitled to payments or your rights to restricted stock\nor stock options would vest not only pursuant to the terms of this\nsection 6(b), but also pursuant to the provisions of other section(s) of\nthis agreement, or other agreements with the Company, then such payments\nshall be deemed \n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\nDavid E. Lacey\nJune 24, 1996\nPage 4\n\n\n\nmade and such vesting shall be deemed to occur pursuant to the terms of such\nother section(s) or other agreements, and not under the terms of this section\n6(b).\n        \n          (c)  Limitation on Payments.  In the event that the severance and\nother benefits provided for in this Agreement or otherwise payable to you\n(i) would constitute 'parachute payments' within the meaning of Section 280G\nof the Internal Revenue Code of 1986, as amended (the 'Code') and (ii) but\nfor this section (c), would be subject to the excise tax imposed by Section\n4999 of the Code, then such severance benefits shall be either (i) delivered\nin full, or (ii) delivered as to such lesser extent which would result in no\nportion of such severance benefits being subject to excise tax under Section\n4999 of the Code, whichever of the foregoing amounts, taking into account\nthe applicable federal, state and local income taxes and the excise tax\nimposed by Section 4999, results in the receipt by you on an after-tax\nbasis, of the greatest amount of severance benefits, notwithstanding that\nall or some portion of such severance benefits may be taxable under Section\n4999 of the Code.  Unless you and the Company agree otherwise in writing,\nany determination required under this section 6(c) shall be made in writing\nby the Company's independent public accountants immediately prior to Change\nof Control (the 'Accountants'), whose determination shall be conclusive and\nbinding upon you and the Company for all purposes.  For purposes of making\nthe calculations required by this section 6(c), the Accountants may make\nreasonable assumptions and approximations concerning applicable taxes and\nmay rely on reasonable, good faith interpretations concerning the\napplication of Sections 280G and 4999 of the Code.  You and the Company\nshall furnish to the Accountants such information and documents as the\nAccountants may reasonably request in order to make a determination under\nthis section.  The Company shall bear all costs the Accountants may\nreasonably incur in connection with any calculations contemplated by this\nsection 6(c).\n\n          (d)  Termination for Cause. If the Company, during the Employment\nTerm, elects to terminate your employment for Cause, your employment will\nterminate on the date fixed for termination by the Company (provided,\nhowever, that if the Company so elects during the 24-month period following\na Change in Control, you shall be given prior notice and shall be permitted\nto voluntarily terminate your employment pursuant to section 6(b) hereof, in\n\n\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\nDavid E. Lacey\nJune 24, 1996\nPage 5\n\n\n\n\nwhich case this section 6(d) shall be inapplicable).  Following a\nTermination for Cause under this section, the Company will not be obligated\nto pay you any additional compensation, whether in the way of base\ncompensation, bonus or otherwise, other than the compensation due and owing\nthrough the date of termination.  'Cause,' for purposes of this Agreement,\nshall mean any of the following: (i) willful breach by you of any provision\nof this Agreement or any other written agreement between you and the\nCompany; (ii) gross negligence or dishonesty in the performance of your\nduties hereunder; (iii) engaging in conduct or activities or holding any\nposition that materially conflicts with the interest of, or materially\ninterferes with your duties owed to, the Company; (iv) engaging in conduct\nthat is materially detrimental to the business of the Company; or (v) any\nintentional violation of Company policies applicable to employees of your\nposition with the Company.\n\n     7.   Benefit Programs.  You shall also be entitled to such benefits and\nbenefit programs that apply to you and your position as the Company and the\nBoard may adopt from time to time, in accordance with the provisions of such\nprograms then in effect.  Certain presently existing benefit programs (which\nmay or may not remain in effect) are outlined below:\n\n          a.   Life Insurance:  Your life insurance coverage will be three\ntimes your base salary.\n\n          b.   Medical Coverage:  You will have executive medical coverage.\nThis insurance covers 100% of your family's medical expenses up to $5,000\nover our group insurance coverage annually.\n\n     8.   Compensation Deferral:  You will be able to defer your\ncompensation in accordance with the terms of our Executive Deferred\nCompensation Plan.\n\n     9.   Automobile:  You will receive up to $700.00 Auto allowance per\nmonth reimbursement on leased automobile payments and reimbursement for\nregular maintenance and automobile insurance on your leased automobile.\nContact Marti Jordan (x33977) for more information on this program.\n\n     10.  Miscellaneous Executive Perquisites:  During your Employment Term,\nyou shall be eligible for the following:\n\n          -    First class air travel as long as StorageTek is profitable.\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\n\nDavid E. Lacey\nJune 24, 1996\nPage 6\n\n\n\n          -    Membership in an airline VIP club.\n\n          -    Financial and tax counseling in an amount per year equal to 1% \n               of annual base salary.\n\n          -    Company-paid physical examination.\n\n      10. Miscellaneous Provisions.\n\n          (a)  Withholding.  All payments to you pursuant to this Agreement\nshall be subject to withholding of all amounts required to be withheld by\napplicable Internal Revenue Service and State tax authorities by the Company\nand shall be conditioned upon your submission of all information or\nexecution of all instruments necessary to enable the Company to comply with\nsuch withholding requirements.\n\n          (b)  Confidentiality Agreement.  As a condition of your\nemployment, you have executed the Company's standard form of confidential\ninventions and trade secrets agreement.  You reaffirm that during the\nEmployment Term you will comply with all provisions of said agreement and\nagree that you will enter into such modifications or amendments thereof as\nthe Company may reasonably request from time to time.\n\n          (c)  Notice.  Any notice required to be given in accordance with\nthe provisions of this Agreement shall be given in writing, either by\npersonal delivery or by causing such written notice to be mailed, first\nclass postage prepaid, in the United States mail to you at the address set\nforth above or to the Company at its principal business address, or at such\nother address for a party as shall be specified by like notice, provided\nthat notices of change of address shall be effective only upon receipt\nthereof.\n\n          (d)  Governing Law.  This Agreement is entered into in accordance\nwith, and shall be interpreted pursuant to the provisions of, the internal\nlaws of the State of Colorado (without regard to conflict of law\nprinciples).\n\n          (e)  Severability.  If any provision of this Agreement shall be\nheld to be invalid or unenforceable, such invalidity or unenforceability\nshall not affect or impair the validity or enforceability of the remaining\nprovisions of this Agreement, which shall remain in full force and effect in\naccordance with their terms.\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\nDavid E. Lacey\nJune 24, 1996\nPage 7\n\n\n\n          (f)  Entire Agreement.  This Agreement, together with the other\nagreements referenced herein, embody the entire agreement between the\nparties relating to the subject matter hereof, and supersede all previous\nagreements or understandings, whether oral or written.\n\n          (g)  Amendment of Agreement.  This Agreement may not be modified\nor amended, and no provision of this Agreement may be waived, except by a\nwriting signed by the parties hereto.\n\nIf this letter accurately sets forth the terms of our agreement relating to\nyour employment, please sign the enclosed copy of this letter in the space\nprovided below and return it to the Company.\n\n\nVery truly yours,\n\n\n\/s\/ DAVID E. WEISS\n\nDavid E.  Weiss\nChairman, President and\n  Chief Executive Officer\n\n\n\n\n                                \/s\/  DAVID E. LACEY\n                                --------------------------\n                                Name  \n\n\n                                 7\/08\/96\n                                --------------------------\n                                Date  \n\n\n\n\n\n\n\n\n\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\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-39592","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\/39592","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=39592"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39592"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39592"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39592"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}