{"id":39602,"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-michael-mclay.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-corp-and-michael-mclay","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-corp-and-michael-mclay.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Corp. and Michael McLay"},"content":{"rendered":"<pre>\nMay 10, 2001\n\n\n\nMr. Michael McLay\n359 Primrose Place\nBurlington\nOntario L7N 1T7\n\n\nDear Michael,\n\nStorage Technology Corporation (\"StorageTek\") is pleased to offer you employment\nas Vice President of US\/Canada Sales and Services, beginning on May 10, 2001\nreporting directly to me. The general terms of your compensation and benefit\npackage being offered with this position are outlined below. Further details on\nthe Company's benefit plans are available for your review.\n\nYour annual base salary, payable bi-weekly, will be $275,000.00, and you will be\nconsidered for a merit increase effective January 1, 2002, less required\nfederal, state, local and FICA taxes. You will be eligible to participate in the\nStorageTek MBO Plan. For 2001, your MBO target incentive will be 60% of your\nbase salary at the target level of performance. This MBO incentive plan is\ncurrently measured on corporate performance and achievement of the MBO goals\nshared by all of senior management. The details of this plan, including specific\nobjectives and payment schedules of earned bonuses, will be contained in a\nseparate MBO document.\n\nThis offer is also dependent on the verification of your eligibility to work in\nthe United States. StorageTek will sponsor and pay for the processing of your\nnon-immigrant employment visa and your family's non-immigrant dependent visas.\nHowever, StorageTek can make no promises or guarantees about your ability to\nsecure employment authorization and dependent visas for your family. Please work\nwith Cathy Badell (303\/661-2324) of StorageTek Global Mobility to start this\nprocess. Also, if you decide that you want to pursue permanent residence in the\nUnited States, StorageTek will pay the costs of sponsoring you in an\nemployment-based permanent residence application. StorageTek can make no\npromises or guarantees about your ability to obtain permanent residence through\nemployment-based sponsorship.\n\nBy accepting this offer you understand that you will be required to relocate to\nthe Louisville, Colorado area. To assist with the transition to your new\nlocation, StorageTek will provide for the relocation expenses as detailed in the\nattached Relocation Assistance Summary. This offer of relocation will expire on\nMay 10, 2004.\n\nIf you voluntarily resign your employment or if you are terminated \"for cause\"\nwithin 18 months from December 6, 2000, you will be responsible for repaying, on\na prorated basis, any relocation expenses (with the exception of any \"Home Sales\nAssistance\") paid to you, on your behalf, or reimbursed to you pursuant to the\nterms of the attached Relocation Assistance Payback Agreement.\n\n\n                                       1\n\n\nRegarding relocation expenses for \"Home Sales Assistance\", should you\nvoluntarily resign your employment or if you are terminated \"for cause\" within\n18 months from the earlier of the date upon which \"Home Sales Assistance\" was\npaid on your behalf or May 10, 2004, you will be responsible for repaying said\nexpenses on a prorated basis. The attached Relocation Addendum contains\nadditional information on expenses pertaining to \"Home Sales Assistance\".\n\nStorageTek will provide you income tax preparation assistance for the year 2001\nand 2002 should income tax reporting be necessary for both Canada and the United\nStates.\n\nIf you should desire, StorageTek will additionally provide you a $550,000.00\ncompany loan for a term of three years. This loan is for the purpose of allowing\nyou to buy a residential home in the Louisville, Colorado area. This loan will\nbe made only if you purchase a residential home in the Louisville, Colorado area\nand close on the purchase of said home by December 31, 2001. The details of the\nloan, including the terms of repayment are outlined in the Promissory Note you\nwill be required to sign. This loan will bear interest at the current IRS\nstatutory rate of interest compounded annually on the remaining loan balance. A\npromissory note will be prepared for your signature at the time you request the\nloan to purchase your new home.\n\nThe Board of Directors has approved, as of December 6, 2000, a grant of 2,500\nshares of StorageTek restricted common stock at par value, $0.10 per share.\nThese shares will vest in increments of 25% on the first through the fourth\nanniversaries of the grant.\n\nFurther, the Board of Directors has approved as of December 6, 2000, a grant to\nyou of a stock option to purchase 15,000 shares of StorageTek common stock, at a\nprice of $9.44 a share. The option will be granted pursuant to the terms and\nconditions of the Company's 1995 Equity Participation Plan, which is attached\nfor your review. These stock options will vest in increments of 25% on the first\nthrough the fourth anniversaries of the grant.\n\nAny options and restricted stock granted to you will be pursuant and subject to\nthe terms and conditions of StorageTek's 1995 Amended and Restated Equity\nParticipation Plan, as that plan may be amended from time to time. This Plan\nincludes provisions that may require you to surrender your stock options and\ngains realized upon the sale of your option stock during a period covering six\nmonths before or after your termination of employment. You will be provided a\ncopy of the stock option plan by our Stock Administration department.\n\nYou will be eligible to participate in our flexible benefit program, which\ninclude: medical, dental, short-term and long-term disability coverage, employee\nstock purchase plan and many other employee benefits and services.\n\nYou are also eligible to participate in the StorageTek 401(k) Plan upon hire and\nbegin contributions in the next available payroll cycle. You may defer up to 20\npercent of your base income into the 401(k) Plan, up to the current 402(g) limit\nset by the IRS ($10,500 in 2001). Currently, StorageTek matches 100 percent of\nthe first three percent of your annual base pay (up to $170,000) and 50 percent\nof the next four percent. You will have immediate ownership (be fully vested) in\nthe entire match.\n\n\n                                       2\n\n\nSubject to Board of Directors approval, you have been invited to participate in\nLEAP (Leveraged Equity Acquisition Program), an equity program for the most\nsenior managers at StorageTek. LEAP requires participants to purchase shares of\nStorageTek common stock, equivalent to a multiple of their salary. For your\nposition you will be required to purchase StorageTek stock with a purchase price\nequal to one times your annual base salary. Annual grants of options and\/or\nrestricted stock will be made to LEAP participants, with the amount and type of\ngrant being based on corporate performance. The options and\/or restricted stock\nwill vest in equal annual installments over a four-year period after the grant\ndate. Your participation in StorageTek's LEAP Program is subject to the terms\nand conditions of the plan documents, as these plan documents are prepared and\nmay be amended from time to time. The LEAP Program documents will be provided to\nyou upon invitation to participate by the Board of Directors.\n\nStorageTek also offers a deferred compensation program for executives. Under\nthis program you may contribute your 401(k) contributions on your salary over\n$170,000, up to 50% of your base salary and up to 75% of your marketing or\nmanagement bonuses into a tax deferred plan. This program is paying interest of\n9.03% in 2001.\n\nStorageTek will also provide you with life insurance that has a total death\nbenefit of two times your base pay. Your initial coverage will be through group\nterm insurance. After you start, you will receive enrollment materials for the\nexecutive life insurance plan that allow you to enroll in a universal life\npolicy (for coverage above $50,000) that you will own and that will earn cash\nsurrender value.\n\nIn addition, the following executive perquisites are currently in effect:\n\no    Car allowance for a leased-quality vehicle of $550.00 per month, plus\n     reimbursement for maintenance and insurance.\n\no    Executive vacation program allowing vacation as business conditions\n     dictate. There is no defined limit, and therefore, no vacation accrual.\n\no    StorageTek Executive Wellness Program (STEP), a company-provided annual\n     physical (assessment) and follow-up (enhancement) benefit designed to\n     optimize executive's health and overall well being.\n\nLastly, in the event your employment is terminated other than by means of\nvoluntary resignation, discharge for cause, retirement, death or disability, you\nwill be entitled to a severance payment in the gross wage amount of $410,567.50\n(U.S. Dollars), less required deductions and applicable withholdings. As part of\nyour severance payment, you will also be entitled to reimbursement of you and\nyour family's relocation expenses from Colorado to Canada for reasonable and\nactual expenses pursuant to the Company's current international relocation\nguidelines. In order to receive your severance payment(s) you will be required\nto sign a waiver and release of all claims, known or unknown, arising out of\nyour employment relationship with StorageTek.\n\nFor purposes of this offer letter and the attached Relocation Assistance Payback\nAgreement, \"cause\" as a basis for termination of your employment is defined as\nwillful failure to perform your duties and responsibilities as an executive of\nthe company; willful breach of any written agreement with the Company; gross\nnegligence or dishonesty in the performance of your duties;\n\n                                       3\n\n\nwillful violation of any of the Corporate Policies and Practices as in effect\nfrom time to time; engaging in conduct or activities that materially conflict\nwith the interests of or injure the Company; refusal to comply with or material\nneglect of instructions received from employee's manager; or conviction in any\ncriminal or civil proceeding (or entering into a plea bargain admitting criminal\nguilt, including any plea to any offense for which a deferred sentence or\nprosecution is received).\n\nYour employment with StorageTek will be \"at-will.\" This means that either you or\nStorageTek may terminate your employment at any time, with or without cause,\nwith or without notice, and for any reason or no reason. Any contrary\nrepresentations or agreements, which may have been made to you, are superseded\nby this offer. The \"at-will\" nature of your employment described in this offer\nletter shall constitute the entire agreement between you and StorageTek\nconcerning the nature and duration of your employment.\n\nPlease review and sign the enclosed documents, and return them along with a\nsigned acceptance copy of this letter in the enclosed self-addressed stamped\nenvelope.\n\nIf you have any questions regarding the conditions of this offer, please do not\nhesitate to contact me at 303-673-7199.\n\nI look forward to working with you as a key member of the StorageTek team!\n\nVery truly yours,\n\n\n\nPatrick Martin\nChairman, Chief Executive Officer and President\n\nEnclosures:       Acceptance Copy\n                  Relocation Assistance Summary\n                  Relocation Assistance Payback Agreement\n\n\n\n\n\nI have read this offer and I understand and accept its terms.\n\n\n                                              May 10, 2001\n---------------------------------             --------------------------------\nMichael McLay                                 Acceptance Date\n\n\n\n                                       4\n\n\n\n\n\n                 Addendum to the Offer Letter for Michael McLay\n                          Relocation Assistance Summary\n\nAfter signing and returning your Offer letter and Relocation Assistance Payback\nAgreement, you will be contacted by a representative of Cendant Mobility, our\nrelocation partner, for a phone consultation. They will discuss with you the\ndetails of the relocation benefits summarized below. This offer of relocation\nwill expire on May 10, 2004.\n\nShould you have any questions regarding this Relocation Assistance Summary\nbefore you sign and return your Offer letter and Relocation Assistance Payback\nAgreement, please contact Cathy Badell, HRD Specialist-Global Mobility, at\ncatherine_badell@storagetek.com or (303) 661-2324, or Jeanne Anderson,\nFinancial Analyst\/Accountant-Business Expense at jeanne_anderson@storagetek.com\nor (303) 673-5929.\n\nThe relocation assistance described in this summary will be provided per the\ncurrent StorageTek Relocation Guidelines.\n\n\nShipment of Household Goods\n\nStorageTek will pay the costs of shipping your household goods and two cars.\nCendant Mobility will arrange these shipments for you. StorageTek will also pay\nfor up to 30 days of storage in your new location.\n\n\nTravel Expenses to New Location\n\nStorageTek will reimburse approved travel expenses enroute to your new location\nfor you and your family.\n\n\nHome Sales Assistance\n\nFor up to three (3) years from your hire date of May 10, 2001, StorageTek will\npay the reasonable, standard seller's closing costs associated with the sale of\nyour primary residence if all the criteria in the sale of your home are\nsuccessfully met. You must speak with Cendant Mobility about the home sale\ncriteria prior to listing your home.\n\n\nRelocation Allowance\n\nTo help you with the remaining costs of relocating, StorageTek will provide you\nwith a lump-sum relocation allowance of $75,000 less federal, state, local and\nFICA taxes. The relocation allowance amount is intended for you to use at your\ndiscretion for any relocation expenses that you may incur beyond those listed\nabove. This relocation allowance will be paid in your first paycheck from\nStorageTek.\n\n\n\n                                       1\n\n\n\nIncome Tax Return Preparation\n\nStorageTek will pay for the costs of a third-party tax consultant (as solely\ndetermined by StorageTek) to prepare your United States and Canada income tax\nreturns for the 2001 tax year. Please note that the costs will be included in\nyour taxable income. StorageTek does not offer assistance with or reimbursement\nof the resulting tax liability.\n\n\n\n\n                                       2\n\n\n                     Relocation Assistance Payback Agreement\n\n\n\nShould you voluntarily resign your employment or if you are terminated for cause\nfrom Storage Technology Corporation (\"StorageTek\") within eighteen (18) months\nfrom December 6, 2000 (your relocation date), you agree to repay StorageTek any\nrelocation expenses paid to you on your behalf or reimbursed to you, with the\nexception of expenses for Home Sales Assistance. For Home Sales Assistance\nexpenses, should you voluntarily resign your employment or if you are terminated\nfor cause from StorageTek within eighteen (18) months from the earlier of the\ndate upon which Home Sales Assistance was paid on your behalf or May 10, 2004\n(your Home Sale Assistance date), you agree to repay StorageTek these expenses\npaid to you on your behalf or reimbursed to you. Such amounts shall be payable\nimmediately upon resignation of employment and\/or termination of employment and\nwill be prorated based on completed months of employment service since your\nrelocation date and the Home Sales Assistance date referenced above. The term\n\"cause\" as a basis for termination of your employment shall have the same\nmeaning and definition as stated in your May 10, 2001 letter agreement entered\ninto by you and StorageTek.\n\nIn addition, you agree to authorize StorageTek to deduct any amounts owed to\nStorageTek pursuant to this Relocation Assistance Payback Agreement from your\nfinal paycheck and any other amounts that StorageTek otherwise might pay upon\ntermination, including without limitation your accrued but unused vacation.\n\nYou hereby agree to waive protest, notice of dishonor, and all other notice or\ndemand in connection with delivery, acceptance, performance, default, or\nendorsement of this Agreement.\n\nIn the event you refuse or fail to repay the amount owed for relocation expenses\npaid to you by StorageTek, StorageTek will be entitled to recover from you its\nattorney's fees and costs associated with the collection of said expenses.\n\n\n\n\n\nAccepted by:\n                  --------------------                  ----------------------\n                  Michael McLay                         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-39602","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\/39602","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=39602"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39602"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39602"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39602"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}