{"id":39595,"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-e8.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-corp-and-david-e8","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-corp-and-david-e8.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Corp. and David E. Weiss"},"content":{"rendered":"<pre>                                             STORAGE TECHNOLOGY CORPORATION\n                                                     2270 South 88th Street\n                                            Louisville, Colorado 80028-4309\n                                                             (303) 673-5151\n\n\nStorageTek\n\n\n\n\n\n\n\n\nFebruary 17, 1995\n\n\n\nDavid E. Weiss\n6900 Pawnee Way\nLongmont, CO  80503\n\nDear David\n\n\nThis letter (the 'Agreement') sets forth the terms and conditions of your\nemployment with Storage Technology Corporation (the 'Company').  In\nconsideration of your employment by the Company on the terms and conditions\nset forth below, and the mutual covenants and agreements contained herein,\nyou and the Company agree as follows:\n      1.  Position:  You will be employed full-time by the Company as\nEXECUTIVE VICE PRESIDENT SYSTEMS DEVELOPMENT.  You will report to the Chief\nExecutive Officer of the Company, or such other officer as he or she may\ndesignate from time to time, and perform such duties as may be assigned you\nfrom time to time.  During the Employment Term (as herein defined), you\nshall devote your entire working time, attention and energies to the\nbusiness of the Company.  Except for personal investments, which shall not\nconflict with the business of the Company, you shall not engage in any other\nbusiness activity or activities that require personal services by you that\nmay conflict with the proper performance of your duties hereunder.\n     2.   Employment.  The term of your employment pursuant to this\nagreement (the 'Employment Term'), is effective as of November 16, 1994, and\nshall thereafter continue on an 'at will' basis at the salary and terms\ncontained herein unless otherwise modified by the chief executive officer\n('CEO') or his or her designee.\n     3.   Base Compensation.  For your services during the Employment Term,\nthe Company will pay you an annual base salary, effective November 15, 1994,\nof $250,000.00 per year.  Such salary shall be payable in installments in\naccordance with the regular payroll policies of the Company in effect from\ntime to time during the Employment Term.  The amount of your base salary may\nbe adjusted either upward or downward by the Company from time to time\nduring the Employment Term.\n      4.  Bonuses.\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 1994, 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      5.  Termination of Employment.\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 5(d)), except for terminations covered by the\nprovisions of 5(b), or if you should die without Cause existing at such\ntime, you shall be entitled to receive, as a severance payment, a payment\nequal to the sum of (i) your then current rate of annual base salary and\n(ii) 100% of your On Plan Bonus potential percentage under the MBO Program\nfor the year of termination (whether or not such bonus would be otherwise\npayable).  Such amount shall be paid to you in a cash lump sum within thirty\ndays after your termination of employment pursuant to this paragraph 5(a).\nIn addition, you shall be entitled to exercise any vested stock options then\nheld to acquire shares of Common Stock in accordance with the Option\nAgreement.\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 5(c) below, (i) the Company will pay you an\namount equal to two times your annual base salary then in effect, plus two\ntimes 100% of your On Plan Bonus under the MBO Program based on your annual\nsalary and On Plan Bonus potential percentage in effect immediately prior to\nthe Change in Control (which shall be calculated as if the Company meets its\nplan for such year and which shall be payable whether or not the Company\ndoes in fact meet its plan), (ii) all outstanding stock options shall fully\nvest and become exercisable in full, and (iii) the Company's right to\nrepurchase shall terminate with respect to any stock earlier purchased by\nyou under the Company's 1987 Equity Participation Plan, and all such stock\nshall become fully vested.  In addition, after such termination of\nemployment, you shall be entitled to exercise all stock options in\naccordance with the terms of the Option Agreements.  To the extent you would\nbe entitled to payments or your rights to restricted stock or stock options\nwould vest not only pursuant to the terms of this section 5(b), but also\npursuant to the provisions of other section(s) of this agreement, or other\nagreements with the Company, then such payments shall be deemed made and\nsuch vesting shall be deemed to occur pursuant to the terms of such other\nsection(s) or other agreements, and not under the terms of this section\n5(b).\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 5(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 5(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 5(c).\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 5(b) hereof, in\nwhich case this section 5(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      6.  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          a.   Life Insurance:  Your life insurance coverage will be three\ntimes your base salary.\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.  Qualified retirees will be\neligible to participate in the Officer Post-Retirement Medical Program at a\nper-person cost equivalent to prevailing COBRA premiums.\n     7.   Compensation Deferral:  You will be able to defer your\ncompensation in accordance with the terms of our Executive Deferred\nCompensation Plan.\n     8.   Automobile:  You will receive up to $750.00 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     9.   Miscellaneous Executive Perquisites:  During your Employment Term,\nyou shall be eligible for the following:\n          -    First class air travel as long as StorageTek is\n               profitable.\n          -    Membership in an airline VIP club.\n          -    Financial and tax counseling in an amount per year\n               equal to 1% of annual base salary.\n      10. Miscellaneous Provisions.\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          (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          (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          (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          (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          (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          (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\nVery truly yours,\n\n\/s\/  Ryal R. Poppa\n- ----------------------------\nRyal R. Poppa\nChairman and Chief Executive\n Officer\n\n\n\n                        \/s\/  David E. Weiss\n                        ------------------------\n                        Name\n\n                        March 1, 1995\n                        ------------------------\n                        Date\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-39595","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\/39595","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=39595"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39595"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39595"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39595"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}