{"id":39593,"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-e5.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-corp-and-david-e5","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-corp-and-david-e5.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Corp. and David E. Weiss"},"content":{"rendered":"<pre>\n                        STORAGE TECHNOLOGY CORPORATION\n\n                             Employment Agreement\n\n                                 May 19, 1999\n\n\n\n\n\n\n\n                              TABLE OF CONTENTS\n\nSection 1.  Position. . . . . . . . . . . . ............................ . . 1\nSection 2.  Employment. .  . . . . . . . . . . . . . . . . . . . . . . . . . 1\nSection 3.  Base Compensation. . . . . . . . . . . . . . . . . . . . . . . . 2\nSection 4.  Incentive Bonuses. . . . . . . . . . . . . . . . . . . . . . . . 2\nSection 5.  Termination of Employment; Severance Benefits. . . . . . . . . . 3\nSection 5.a. Involuntary Termination . . . . .  . . . . . . . . . . . .  . . 3\nSection 5.b. Voluntary Resignation; Termination for Cause. . . . . . . . . . 3\nSection 5.c. Restricted Stock and Stock Options. . . . . . . . . . . . . . . 3\nSection 5.d. Medical Benefits................................. . . . . . . . 4\nSection 5.e. Other Benefits. . . . . . . . . . . . . . . . . . . . . . . . . 4\nSection 5.f. Notice of Termination . . . . . . . . . . . . . . . . . . . . . 5\nSection 6   Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . 5\nSection 6.a. Cause . . . . . . . . . .. . . .. . . . . . . . . . . . . . . . 5\nSection 6.b. Change of Control . . . . . . . . . . . . . . . . . . . . . . . 5\nSection 6.c. Disability. . . . . . . . . . .     . . . . . . . . . . . . . . 6\nSection 6.d. Involuntary Termination . . . . . . . . . . . . . . . . . . . . 6\nSection 6.e. Termination Date . . . . . . . . . . . . . . . . .. . . . . . . 7\nSection 7.  Limitation on Payments. . . . .  . . . . . . . . . . . . . . . . 7\nSection 8.  Non-Compete; Non-Solicit. . .  . . . . . . . . . . . . . . . . . 8\nSection 9.  Employee Benefit Programs. . . . . . . . . . . . . . . . . . . . 9\nSection 10. Successors. . . . . . . . . . . . . . . . . . .. . . . . . . . . 10\nSection 10.a Company's Successors . . . . . . . . . . . . . . . . . . . . .. 10\nSection 10.b. Employee's Successors . .  . . . . . . . . . . . . . . . . . . 11\nSection 11. Miscellaneous Provisions. . . . . . .  . . . . . . . . . . . . . 11\nSection 11.a. Withholding. . . . . . . . . . . . . ....... . . . . . . . . . 11\nSection 11.b. Confidentiality Agreement. . . . . . . . . . . . . . . . . . . 11\nSection 11.c. Stock Ownership Guidelines . . . . . . . . . . . . . . . . . . 11\nSection 11.d. Notice. . . . . . . . . . . . . . . . . . . . . . . .  . . . . 11\nSection 11.e. Amendment or Modification. . . . . . . . . . . . . . . . . . . 12\nSection 11.f. Assignment. . . . . . . . . . . . . . . . . . . . . . .  . . . 12\nSection 11.g. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 12\nSection 11.h. Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . 12\nSection 11.i. Severability. . . . . . . . . . . . . . . .. . . . . . . . . . 13\nSection 11.j. Entire Agreement. . . . . . . . . . . . . . . . . .. . . . . . 13\nSection 11.k. Knowledge and Representation . . . . . . . . . . . . . . . . . 14\nSchedule 1  Option Summary . . . . . . . . . . . . . . . . . . . . . . . . . 15\nExhibit A   Form of Settlement and Release. . . . . . . . . . . .  . . . . . 16\n\n\n\n\n\n                             EMPLOYMENT AGREEMENT\n\n\nThis Employment  Agreement (the  'Agreement') is entered into as of May 19, 1999\n(the  'Effective  Date') by and  between  Storage  Technology  Corporation  (the\n'Company'),  a Delaware corporation,  and David E. Weiss (hereinafter,  'you' or\n'your')  and sets forth the terms and  conditions  of your  employment  with the\nCompany.  Previously,  you and the Company  entered into an agreement dated June\n24, 1996 concerning  your  employment with the Company,  which was for a term of\nthree years and  terminated on May 21, 1999.  This  Agreement  shall replace and\nsupersede  such agreement and all prior  agreements  between you and the Company\nconcerning the subject matter hereof. In consideration of your employment by the\nCompany on the terms and  conditions set forth below,  and the mutual  covenants\nand agreements contained herein, you and the Company agree as follows:\n\n      1.  Position.  During the Term (as  defined  below),  you will be employed\nfull-time by the Company in the position of Chairman of the Board of  Directors,\nPresident and Chief  Executive  Officer of the Company and shall report directly\nto the Company's  Board of Directors (the 'Board').  In such capacity,  you will\nperform the duties and level of  responsibilities  as in effect on the Effective\nDate, or such higher level of duties and  responsibilities as may be assigned by\nthe Board  from time to time,  and such  duties  and  responsibilities  normally\ninherent in such  capacities  in  corporations  of similar  size and  character.\nDuring the Term,  you shall  devote  your entire  working  time,  attention  and\nenergies to the  business  of the  Company  and shall be bound by the  Company's\nCorporate Policies and Practices from time to time in effect during the Term (as\ndefined in  Section 2,  below).  You shall not engage in any other  business  or\npersonal  activity or activities that require  services by you that may conflict\nwith the proper performance of your duties hereunder.\n\n      2. Employment.  The terms of this Agreement shall terminate one year after\nthe Effective Date ('Term');  provided,  however, that until such time as notice\nof  non-renewal  or  termination  of the Agreement is given by either you or the\nCompany  to the other  party,  ninety  days or more prior to  expiration  of the\nexisting term of your or its decision not to renew,  the Term and this Agreement\nshall automatically be renewed for subsequent  one-year terms;  provided \n\n\nfurther that in no event shall the Term and this Agreement be so extended to a \ndate more than five  years  from the  Effective  Date.  A  termination  of this\nAgreementpursuant to the preceding  sentence shall be effective for all \npurposes,  except that such termination  shall not affect the payment or \nprovision of compensation or benefits on account of a  termination  of \nemployment  occurring  prior to the termination  of the Term or the  terms  and\nconditions  of any  confidentiality agreement between you and the Company, as \ndescribed in Section 11.b, below.\n\n      3. Base Compensation.  For your services during the Term, the Company will\npay you a base  salary at the  annualized  rate equal to  $750,000.  Such salary\nshall be paid  periodically in accordance  with the normal payroll  practices of\nthe Company in effect from time to time  during the Term,  less any  withholding\ntaxes as set forth in Section 11.a, below. The amount of your base salary may be\nincreased by the Board from time to time during the Term,  and may be reduced if\nthe Board requires a decrease in base salary for all corporate  officers and you\nexpressly consent in writing to such decrease, or as may be mutually agreed upon\nby you and the Company (such annualized base salary as may be adjusted from time\nto time by the Board is referred to in this Agreement as 'Base Salary').\n\n      4.  Incentive  Bonuses.  The Company  currently  maintains a Management By\nObjective  Bonus  Program (the 'MBO  Program')  as may be modified  from time to\ntime.  During the Term, you shall be eligible to receive bonuses under the terms\nand  conditions  of the MBO  Program  approved  by the Board  and,  or the Human\nResources and Compensation Committee of the Board, based upon the achievement of\npre-established  financial and other  performance  goals.  During the Term,  you\nshall be eligible to receive a bonus under the MBO Program  equal to 95% of your\nBase Salary at the target level of performance.  The amount of your target bonus\nmay be  increased  by the Board from time to time  during  the Term,  and may be\nreduced  if the Board  requires  a decrease  in target  bonus for all  corporate\nofficers and you  expressly  consent in writing to such  decrease,  or as may be\nmutually agreed upon by you and the Company (such annualized target bonus as may\nbe adjusted  from time to time by the Board is referred to in this  Agreement as\n'Target Bonus').  Any payments under the MBO Program shall be made in accordance\nwith the provisions of, and under the conditions contained in, the MBO Program.\n\n\n\n\n      5.    Termination of Employment; Severance Benefits.\n\n            a.  Involuntary  Termination.  If your  employment  terminates  as a\nresult of an Involuntary Termination other than for Cause (as defined in Section\n6 below),  you shall be entitled to receive a severance payment equal to the sum\nof (i) two times your Base Salary for the fiscal year then in effect,  plus (ii)\ntwo times your Target  Bonus for the fiscal year then in effect,  whether or not\nsuch bonus would  otherwise  be payable (or, if no Target Bonus is in effect for\nsuch year,  the  highest  Target  Bonus in the three  preceding  fiscal  years);\nprovided,  that in the  event of an  Involuntary  Termination  upon a Change  of\nControl (as  defined in Section  6.b below),  you shall be entitled to receive a\nseverance  payment  equal to the sum of (i) three times your Base Salary for the\nfiscal year then in effect, plus (ii) three times your Target Bonus,  whether or\nnot such bonus would  otherwise  be payable (or, if no Target Bonus is in effect\nfor such year,  the highest Target Bonus in the three  preceding  fiscal years).\nAny severance payments to which you become entitled pursuant to this Section 5.a\nshall be paid to you (or your estate or  beneficiary in the event of your death)\nin a lump sum within thirty calendar days of your  Termination Date and shall be\npaid  contingent upon your execution and delivery to the Company of a Settlement\nand Release Agreement substantially in the form attached hereto as Exhibit A.\n\n            b. 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            c.  Restricted  Stock  and Stock  Options.  (i) In the event you are\nentitled to receive severance pursuant to Section 5.a, 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. In addition,  any stock options granted to\nyou by the Company\n\non or after the Effective Date, and the stock options granted\nto you by the Company prior to the Effective  Date and  identified in Schedule 1\nattached hereto,  shall remain  exercisable for a twelve-month  period following\nthe Termination Date, subject to the original terms of such options.\n\n                  (ii) In the event of an Involuntary  Termination upon a Change\nof Control,  all unvested stock options granted to you under the Company's stock\noption plans prior to the Effective  Date shall vest and become  exercisable  in\nfull, subject to the original terms of such options,  and the Company's right to\nrepurchase any shares of restricted  stock  purchased under any of the Company's\nstock plans prior to the Effective Date shall terminate and become fully vested.\n\n            d.  Medical  Benefits.  In the event  you are  entitled  to  receive\nseverance  pursuant to Section 5.a,  then,  in addition to such  severance,  the\nCompany  shall  pay  you a lump  sum  payment  in an  amount  that  the  Company\nreasonably  determines  to represent  the  estimated  cost that you may incur to\nextend for a  twenty-four  month  period under the COBRA  continuation  laws the\nmedical coverage for you and your dependents in effect on the Termination  Date.\nSuch  payment  may be used  for  such  continuation  coverage  or for any  other\npurpose.\n\n            e.  Other  Benefits.  In the event  you are  entitled  to  severance\npursuant to Section 5.a,  then, in addition to such  severance,  for a period of\ntwenty-four  months after the  Termination  Date,  the Company shall continue to\nprovide you with (i) life and disability  insurance  benefits as in effect as of\nthe  Termination  Date, or such  comparable  benefits as the Company may, in its\nsole  discretion,  determine to be sufficient to satisfy its  obligations to you\nunder this  Agreement;  and (ii) the  allowance for financial and tax and estate\nplanning  services  in  effect  on the  Termination  Date.  Notwithstanding  the\nforegoing,  if you become  covered under any life or disability  insurance  plan\nprovided by a subsequent  employer,  then the amount of coverage  required to be\nprovided  by the  Company  hereunder  shall be reduced by the amount of coverage\nprovided by the subsequent employer's insurance plans.\n\n            f. Notice of  Termination.  Any termination (of your employment with\nthe  \n\n\nCompany  other than by reason of your  Death)  shall be  communicated  by a\nnotice of termination given to the other in accordance with Section 11.d of this\nAgreement. Such notice shall indicate the specific termination provision in this\nAgreement  relied  upon,  shall set  forth in  reasonable  detail  the facts and\ncircumstances  claimed to provide a basis for termination under the provision so\nindicated, and shall specify the Termination Date.\n\n      6.    Certain Defined Terms.\n\n            a. Cause. 'Cause' means any of the following: (i) willful failure to\nperform  your  duties and  responsibilities  as  President  and Chief  Executive\nOfficer; (ii) your willful breach of any provision of this Agreement; (iii) your\nwillful breach of any other written agreement between you and the Company;  (iv)\ngross negligence or dishonesty in the performance of your duties hereunder;  (v)\nyour willful  violation  of any of the  Corporate  Policies and  Practices as in\neffect  from time to time;  (vi) you  engaging  in  conduct or  activities  that\nmaterially  conflict with the interests of or injure the Company,  or materially\ninterfere  with your duties owed to the  Company;  (vii) your  refusal to comply\nwith or material  neglect of  instructions  received from the Board;  and (viii)\nyour conviction  (including any plea of guilty or nolo contendered) for a felony\nor a crime.\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  twenty-five percent (25%) 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  \n\n\noutstanding 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.\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 the  Company's  principal  business  offices\nlocated in Louisville,  Colorado;  (vi) without your express written consent,  a\nreduction in your Base Salary and Target Bonus as in effect immediately prior to\nsuch  reduction;  or (vii) without your express written  consent,  a significant\nreduction of your duties, authority or responsibilities relative to your duties,\nauthority and responsibilities as in effect immediately prior to such reduction.\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,  not to  exceed  ninety  days,  specified  in the  notice  of\ntermination;  (ii) in the  event  the  Term  ends by  reason  of your  death  or\nDisability,  the date of death or determination of Disability;  and (iii) in the\nevent this  Agreement  is  terminated  by you,  the date on which you  deliver a\nwritten notice of  termination to the Company,  or such later date in accordance\nwith Section 2, above. Any notice of termination  shall specify the provision(s)\nin this Agreement claimed to provide a basis for \n\n\ntermination.\n\n 7.  Limitation on Payments.  In the event that the severance and other benefits\nprovided for in this Agreement or otherwise  payable to you (i) would constitute\n'parachute  payments' within the meaning of Section 280G of the Internal Revenue\nCode of 1986,  as amended (the 'Code') and (ii) but for this  Section,  would be\nsubject  to the  excise  tax  imposed  by  Section  4999 of the Code,  then such\nseverance  and other  benefits  shall be either (i)  delivered in full,  or (ii)\ndelivered  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 special\nand unique and that the level of compensation  and the other  provisions  herein\nfor  compensation  and benefits are partly in  consideration  of and conditioned\nupon your agreement not to compete with the Company,  and that your covenant not\nto compete or solicit as set forth in this Section  during and after the Term is\nessential to protect the business and good will of the Company.\n\n\n       b. You agree  that  during the Term and for a period  ending  twenty-four\nmonths  following the  Termination  Date (the 'Covenant  Period'),  you will not\neither  directly or indirectly,  engage in any activity in competition  with any\nproduct,  service or other  activity of the Company  (said  competing  products,\nservices  or  activities  to be  determined  and  identified  at  the  Company's\nreasonable  discretion at the Termination Date, which may include  businesses or\nmarkets  that the  Company  has  expressed  its intent to enter),  or harmful or\ncontrary  to the  interests  of the  Company,  including,  but not  limited  to:\naccepting  employment  with or serving as a consultant or advisor or director to\nany  employer  that is in  competition  with the  Company or acting  against the\ninterests  of  the  Company;   or  disclosing  or  misusing  any   confidential,\nproprietary or material  information  concerning  the Company (such  information\nincludes,  without limitation,  information  regarding the Company's operations,\nits products and services,  product  designs,  business plans,  strategic plans,\nmarketing and  distribution  plans and  arrangements,  customers,  and financial\nstatements,  budgets and forecasts,  and employee names,  titles,  compensation,\nskills and performance); or participating in any hostile takeover attempt of the\nCompany.\n\n       c. You agree  that  during  the  Covenant  Period,  you will not,  either\ndirectly or  indirectly:  (i) induce or attempt to influence any employee of the\nCompany to leave  his\/her  employ with the  Company;  (ii)  solicit or encourage\nthen-current employees of the Company to apply for employment with any person or\nentity with which you are employed or with which you intend to become  employed,\nor in which you have or intend to have a financial  interest,  as a  consultant,\nrecruiter,  independent  contractor  or  otherwise,  or  in  which  you  have  a\nsubstantial  financial or equity interest;  or (iii) provide to any other person\nor entity  the names of any  employee  who is  employed  by the  Company  on the\nTermination  Date. For purposes of this Section,  the term 'Company'  shall mean\nand include the  Company,  any  subsidiary  or  affiliate  of the  Company,  any\nsuccessor  to the  business of the Company  (by merger,  consolidation,  sale of\nassets or stock or otherwise) and any other  corporation or entity for which you\nmay serve as a  director,  officer or  employee at the request of the Company or\nany successor of the Company.\n\n       d. You agree that the Company would suffer an  irreparable  injury if you\nwere to \n\n\nbreach  the  covenants  contained  in  Sections  8.b or 8.c and that the\nCompany  would by reason of such  breach or  threatened  breach be  entitled  to\ninjunctive  relief  in a  court  of  appropriate  jurisdiction  and  you  hereby\nstipulate  to the  entering  of such  injunctive  relief  prohibiting  you  from\nengaging in such breach.\n\n       e. If any of the restrictions contained in this Section 8 shall be deemed\nto be unenforceable by reason of the extent,  duration or geographical  scope or\nother  provisions  thereof,  then the parties hereto  contemplate that the court\nshall reduce such extent, duration, geographical scope or other provision hereof\nand enforce  this  Section 8 in its reduced  form for all purposes in the manner\ncontemplated hereby.\n\n 9.    Employee Benefit Programs.\n\n       a. You shall be eligible to  participate  in the employee  and  executive\nbenefit programs maintained by the Company,  including (without  limitation) any\nqualified  or   non-qualified   retirement   plans  or  programs,   savings  and\nprofit-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  the Term of this  Agreement  (and\nthereafter pursuant to Section 5.e), the Company shall provide you with (i) life\ninsurance  coverage  in an amount  equal to $5  million  and a medical  benefits\nprogram with a supplemental payment coverage of $15,000 per year, which benefits\nwill be  provided  to you in  addition  to the  programs  maintained  for  other\nemployees;  (ii) 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 (iii) 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, shall\nbe awarded  \n\n\npursuant to the terms and  conditions of the Company's  equity plans\nfor employees,  as may be in effect from time to time. The Company's 1995 Equity\nParticipation   Plan,   as  amended,   provides  that  stock  option  and  stock\nappreciation  rights  may be subject to  forfeiture  and any option  gain may be\npayable by you to the Company during a period specified in the plan in the event\nyou may engage in activities that are in competition with the Company  following\nyour  termination.  You are encouraged to carefully review the terms of the plan\nand any other  equity  plans  that may be in effect  from time to time,  and any\nstock option agreements in their entirety.\n\n 10.   Successors.\n\n       a. Company's Successors.  Any successor to the Company (whether direct or\nindirect and whether by purchase, lease, merger,  consolidation,  liquidation or\notherwise)  to all or  substantially  all of the  Company's  business and assets\nshall assume the obligations under this Agreement and agree expressly to perform\nthe  obligations  under this Agreement in the same manner and to the same extent\nas the Company would be required to perform such obligations in the absence of a\nsuccession.  For all purposes under this  Agreement,  the term  'Company'  shall\ninclude any  successor to the Company's  business and assets which  executes and\ndelivers the  assumption  agreement  described in this Section or which  becomes\nbound by the terms of this Agreement by operation of law.\n\n       b. Employee's Successors. The terms of this Agreement and all your rights\nhereunder shall inure to the benefit of, and be enforceable by, your personal or\nlegal representatives,  executors,  administrators,  successors, heirs, devisees\nand legatees.\n\n 11.   Miscellaneous Provisions.\n\n       a.  Withholding.  All payments to you pursuant to this Agreement shall be\nsubject 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       b. Confidentiality Agreement. As a condition of your employment, you have\nexecuted  the  Company's  standard  form of  confidential  inventions  and trade\nsecrets  agreement.  You hereby reaffirm that during the Term and thereafter you\nwill comply with all  provisions of such agreement and agree that you will enter\ninto such  modifications  or  amendments  thereof as the Company may  reasonably\nrequest from time to time.\n\n       c. Stock Ownership Guidelines.  During the Term, you agree to comply with\nthe corporate  officer stock ownership  guidelines  approved by the Board or any\ncommittee of the Board, as may be amended from time to time.\n\n       d. Notice.  Any notice required to be given under this Agreement shall be\ngiven in writing,  either by personal delivery or by causing such written notice\nto be mailed,  first class  postage  prepaid,  in the United States mail, to the\nparties at the addresses  set forth below,  or at such other address for a party\nas shall be specified by like notice, provided that notices of change of address\nshall 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       Executive:  David E. Weiss\n                   6900 Pawnee Way\n                   Longmont, Colorado 80503\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       f.  Assignment.  The rights of any person to payments  or benefits  under\nthis  \n\n\n\nAgreement  shall not be made  subject to option or  assignment,  either by\nvoluntary or involuntary  assignment or by operation of law,  including (without\nlimitation) bankruptcy, garnishment, attachment or other creditor's process, and\nany action in violation of this  Section  shall be void.  The Company may assign\nits rights under this Agreement to an affiliate.\n\n       g.    Governing  Law.  This  Agreement  is entered  into in  accordance\nwith, and shall be interpreted  pursuant to the provisions of, the laws of the\nState 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, the Employee  voluntarily waives any right to submit claims to a judge or\njury in either 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 \n\n\nthis Agreement.\n\n       i.  Severability.  If any provision of this Agreement shall be held to be\ninvalid or unenforceable,  such invalidity or unenforceability  shall not affect\nor impair the validity or  enforceability  of the  remaining  provisions of this\nAgreement,  which shall remain in full force and effect in accordance with their\nterms.\n\n       j. Entire Agreement.  This Agreement,  together with the other agreements\nreferenced  herein,  embody the entire agreement between the parties relating to\nthe  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 the you have been encouraged to and have had an opportunity\nto consult legal counsel prior to signing this Agreement.\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:    \/s\/ Robert E. Lee                         \n       -----------------------------\nTitle: Chairman of the Human Resources\n       and Compensation Committee\n\nEMPLOYEE\n\n\/s\/ David E. Weiss\n------------------\nDavid E. Weiss\n\n\n\n\n\n\n\n                        STORAGE TECHNOLOGY CORPORATION\n\n                                  SCHEDULE 1\n\n\n<font size=\"2\">   Grant Number           Grant Date          #Shares           Exercise Price \n_______________________________________________________________________________\n     910030                08\/01\/91            2,400              $24.500\n     960050                12\/10\/96           70,830              $24.250\n     960051                12\/10\/96           38,138              $24.250\n     960855                02\/05\/98           80,402              $30.313\n     PF0026                02\/05\/98           34,458              $30.313\n     961753                02\/05\/99           89,840              $37.063\n     PF0121                02\/05\/99           38,503              $37.063\n\n\n\n\n\n\n\n\n\n\n\n<\/font>                                   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     compensatoy   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\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 \n\n\n     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<\/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-39593","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\/39593","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=39593"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39593"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39593"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39593"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}