{"id":39601,"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-mark-d.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-corp-and-mark-d","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-corp-and-mark-d.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Corp. and Mark D. McGregor"},"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\nFebruary 17, 1995\n\n\n\nMark D. McGregor\n4160 E. Willow Creek Road\nCastle Rock, CO  80104\n\nDear Mark\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\nCORPORATE VICE PRESIDENT AND TREASURER.  You will report to the Senior\nCorporate Vice President, Chief Financial Officer of the Company, or such\nother officer as he or she may designate from time to time, and perform such\nduties as may be assigned you from time to time.  During the Employment Term\n(as herein defined), you shall devote your entire working time, attention and\nenergies to the business of the Company.  Except for personal investments,\nwhich shall not conflict with the business of the Company, you shall not\nengage in any other business activity or activities that require personal\nservices by you that may conflict with the proper performance of your duties\nhereunder.\n     2.   Employment.  The term of your employment pursuant to this agreement\n(the 'Employment Term'), is effective as of November 16, 1994, 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     3.   Base Compensation.  For your services during the Employment Term,\nthe Company will pay you an annual base salary, effective November 16, 1994,\nof $125,000.00 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 during\nthe 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 established\nfrom time to time in accordance with the MBO Program by the Company's Board\nof Directors (the 'Board').  For 1994, the Board has established for you an\nOn Plan Bonus potential percentage of 35%.  Such percentage may be adjusted\neither upward or downward for subsequent years during the Employment Term.\nAny payments under the MBO Program shall be made in accordance with the\nprovisions of, and under the conditions contained in, the MBO Program and the\nterms of any bonus award authorized for you by the Board.\n      5.  Stock Options.  Subject to:  (i) approval by the Board, (ii) the\nterms of the Company's employee stock option plan, and (iii) the standard\nemployee stock option agreement ('Option Agreement'), which will be\nseparately executed following Board approval, the Company proposes to grant\nyou an option to purchase 1,500 shares of the Company's common stock at a\nprice per share equal to the closing price of the stock on the New York Stock\nExchange on the day prior to approval by the Board.  The vesting and other\nterms of those options will be set out in the Option Agreement.\n      6.  Termination of Employment.\n          (a)  Termination Without Cause.  If, during the Employment Term,\nthe Company elects to terminate your employment without 'Cause' (as that term\nis defined in paragraph 6(d)), except for terminations covered by the\nprovisions of 6(b), or if you should die without Cause existing at such time,\nyou shall be entitled to receive, as a severance payment, a payment equal to\nthe sum of (i) your then current rate of annual base salary and (ii) 100% of\nyour On Plan Bonus potential percentage under the MBO Program for the year of\ntermination (whether or not such bonus would be otherwise payable).  Such\namount shall be paid to you in a cash lump sum within thirty days after your\ntermination of employment pursuant to this paragraph 6(a).  In addition, you\nshall be entitled to exercise any vested stock options then held to acquire\nshares of Common Stock in accordance with the Option Agreement.\n          (b)  Termination in the Event of Sale, Merger or Change of Control.\nIf, during the Employment Term, the Company is sold, or merged with or into\nanother company (in a transaction in which the Company is not the surviving\nentity), or in which the stockholders of the Company immediately prior to the\nmerger own 50% or less of the Company after the merger, or all or\nsubstantially all of the assets of the Company are sold, or more than 25% of\nthe outstanding voting capital stock of the Company is acquired by another\nperson or persons (as such term is used in Sections 13(d) and 14(d)(2) of the\nSecurities Exchange Act of 1934) acting as a group, (any of which events is\nreferred to hereinafter as a 'Change in Control'), and your employment is\nterminated either by you for any reason or by the Company without Cause and\nsuch termination occurs within 24 months after the date of any such Change in\nControl, then, upon such termination, and subject to the provisions of 6(c)\nbelow, (i) the Company will pay you an amount equal to two times your annual\nbase salary then in effect, plus two times 100% of your On Plan Bonus under\nthe MBO Program based on your annual salary and On Plan Bonus potential\npercentage in effect immediately prior to the Change in Control (which shall\nbe calculated as if the Company meets its plan for such year and which shall\nbe payable whether or not the Company does in fact meet its plan), (ii) all\noutstanding stock options shall fully vest and become exercisable in full,\nand (iii) the Company's right to repurchase shall terminate with respect to\nany stock earlier purchased by you under the Company's 1987 Equity\nParticipation Plan, and all such stock shall become fully vested.  In\naddition, after such termination of employment, you shall be entitled to\nexercise all stock options in accordance with the terms of the Option\nAgreements.  To the extent you would be entitled to payments or your rights\nto restricted stock or stock options would vest not only pursuant to the\nterms of this section 6(b), but also pursuant to the provisions of other\nsection(s) of this agreement, or other agreements with the Company, then such\npayments shall be deemed made and such vesting shall be deemed to occur\npursuant to the terms of such other section(s) or other agreements, and not\nunder the terms of this section 6(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 (i)\nwould constitute 'parachute payments' within the meaning of Section 280G of\nthe Internal Revenue Code of 1986, as amended (the 'Code') and (ii) but for\nthis section (c), would be subject to the excise tax imposed by Section 4999\nof the Code, then such severance benefits shall be either (i) delivered in\nfull, 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 the\napplicable federal, state and local income taxes and the excise tax imposed\nby Section 4999, results in the receipt by you on an after-tax basis, of the\ngreatest amount of severance benefits, notwithstanding that all or some\nportion of such severance benefits may be taxable under Section 4999 of the\nCode.  Unless you and the Company agree otherwise in writing, any\ndetermination required under this section 6(c) shall be made in writing by\nthe Company's independent public accountants immediately prior to Change of\nControl (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 may\nrely on reasonable, good faith interpretations concerning the application of\nSections 280G and 4999 of the Code.  You and the Company shall furnish to the\nAccountants such information and documents as the Accountants may reasonably\nrequest in order to make a determination under this section.  The Company\nshall bear all costs the Accountants may reasonably incur in connection with\nany calculations contemplated by this section 6(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 a\nChange in Control, you shall be given prior notice and shall be permitted to\nvoluntarily terminate your employment pursuant to section 6(b) hereof, in\nwhich case this section 6(d) shall be inapplicable).  Following a Termination\nfor Cause under this section, the Company will not be obligated to pay you\nany additional compensation, whether in the way of base compensation, bonus\nor otherwise, other than the compensation due and owing through the date of\ntermination.  'Cause,' for purposes of this Agreement, shall mean any of the\nfollowing: (i) willful breach by you of any provision of this Agreement or\nany other written agreement between you and the Company; (ii) gross\nnegligence or dishonesty in the performance of your duties hereunder; (iii)\nengaging in conduct or activities or holding any position that materially\nconflicts with the interest of, or materially interferes with your duties\nowed to, the Company; (iv) engaging in conduct that is materially detrimental\nto the business of the Company; or (v) any intentional violation of Company\npolicies applicable to employees of your position with the Company.\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          a.   Life Insurance:  Your life insurance coverage will increase to\nthree times 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          c.   Vacation:  You will receive cash for unused vacation days,\nsince you will be participating in the corporate officer vacation program,\nwhich allows vacation as business conditions dictate.  There is no defined\nlimit, and therefore no vacation accrual.\n     8.   Compensation Deferral:  You will be able to defer your compensation\nin accordance with the terms of our Executive Deferred Compensation Plan.\n     9.   Automobile:  You will receive up to $550 Auto allowance per month\nreimbursement on leased automobile payments and reimbursement for regular\nmaintenance and automobile insurance on your leased automobile.  Contact\nMarti Jordan (x33977) for more information on this program.\n     10.  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 up to 1% of annual base\n               salary.\n      11. 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 execution\nof all instruments necessary to enable the Company to comply with such\nwithholding requirements.\n          (b)  Confidentiality Agreement.  As a condition of your employment,\nyou have executed the Company's standard form of confidential inventions and\ntrade secrets agreement.  You reaffirm that during the Employment Term you\nwill comply with all provisions of said agreement and agree that you will\nenter into such modifications or amendments thereof as the Company may\nreasonably 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 class\npostage prepaid, in the United States mail to you at the address set forth\nabove or to the Company at its principal business address, or at such other\naddress for a party as shall be specified by like notice, provided that\nnotices of change of address shall be effective only upon receipt thereof.\n          (d)  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          (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 parties\nrelating to the subject matter hereof, and supersede all previous agreements\nor understandings, whether oral or written.\n          (g)  Amendment of Agreement.  This Agreement may not be modified or\namended, and no provision of this Agreement may be waived, except by a\nwriting signed by the parties hereto.\n     If this letter accurately sets forth the terms of our agreement relating\nto your 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\/  Mark D. McGregor\n                        --------------------------\n                        Name\n\n                        March 10, 1995\n                        --------------------------\n                        Date\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-39601","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\/39601","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=39601"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39601"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39601"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39601"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}