{"id":39607,"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-ryal-r-poppa2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-corp-and-ryal-r-poppa2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-corp-and-ryal-r-poppa2.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Corp. and Ryal R. Poppa"},"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\nMarch 8, 1995\n\n\n\nRyal R. Poppa\n7075 Rustic Trail\nBoulder, Colorado  80301\n\nDear Ryal:\n\n     This letter (the 'Amendment') amends  the terms and conditions of your\ncontinued employment with Storage Technology Corporation (the 'Company')\nfrom and after March 8, 1995.  Except to the extent specifically amended\nhereby, all other prior agreements between you and the Company, including,\nbut not limited to, our letter agreements of December 13, 1989 (the '1989\nAgreement'), and October 1, 1991,  remain in full force and effect.  In\nconsideration of your continued employment by the Company and the mutual\ncovenants and agreements contained herein, you and the Company agree as\nfollows:\n\n          Termination in the Event of Sale, Merger or Change of Control.  If\nthe Company is sold, or merged with or into another company (in a\ntransaction in which the Company is not the surviving entity), or in which\nthe stockholders of the Company immediately prior to the merger own 50% or\nless of the Company after the merger, or all or substantially all of the\nassets of the Company are sold, or more than 25% of the outstanding voting\ncapital stock of the Company is acquired by another person or persons (as\nsuch term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange\nAct of 1934) acting as a group (any of which events is referred to\nhereinafter as a 'Change in Control'), and your employment is terminated\neither by you for any reason or by the Company without cause as defined in\nthe 1989 Agreement ('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 the following  paragraph, the Company will\npay you an amount equal to two times your annual base salary then in effect,\nplus two times 100% of your On Plan Bonus under the MBO Program based on\nyour annual salary and On Plan Bonus potential percentage in effect\nimmediately prior to the Change in Control (which shall be calculated as if\nthe Company meets its plan for such year and which shall be payable whether\nor not the Company does in fact meet its plan); (ii) all outstanding stock\noptions shall fully vest and become exercisable in full; and (iii) the\nCompany's right to repurchase shall terminate with respect to any stock\nearlier purchased by you under the Company's 1987 Equity Participation Plan,\nand all such stock shall become fully vested.  In addition, after such\ntermination of employment, you shall be entitled to exercise all stock\noptions in accordance with the terms of the Option Agreements.  To the\nextent you would be entitled to payments or your rights to restricted stock\nor stock options would vest not only pursuant to the terms of this\nAmendment,  but also pursuant to the provisions of other agreements with the\nCompany, then such payments shall be deemed made and such vesting shall be\ndeemed to occur pursuant to the terms of such other  agreements, and not\nunder the terms of this Amendment.\n\n          Limitation on Payments.  In the event that the severance and other\nbenefits provided for in this Amendment 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 paragraph, 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\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 paragraph 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 paragraph, 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\nparagraph.\n\n          All payments to you pursuant to this Amendment shall be subject to\nwithholding of all amounts required to be withheld by applicable Internal\nRevenue Service and State tax agency 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     If any provision of this Amendment shall be held to be invalid or\nunenforceable, such invalidity or unenforceability shall not affect or\nimpair the validity or enforceability of the remaining provisions of this\nAmendment, which shall remain in full force and effect in accordance with\ntheir terms.\n\n     This Amendment is entered into in accordance with, and shall be\ninterpreted pursuant to the provisions of, the internal laws of the State of\nColorado (without regard to conflict of law principles).\n\n     If any provision of this Amendment shall be held to be invalid or\nunenforceable, such invalidity or unenforceability shall not affect or\nimpair the validity or enforceability of the remaining provisions of this\nAmendment, which shall remain in full force and effect in accordance with\ntheir terms.\n\n     If this letter accurately sets forth the terms of our agreement\nrelating to the matters covered herein, please sign the enclosed copy of\nthis letter in the space provided below and return it to the Company.\n\n                              Very truly yours,\n\n                              Storage Technology Corporation\n\n\n                              \/s\/ Stephen J. Keane\n                              ------------------------\n                              Stephen J. Keane\n                              Director and Chairman, Human Resources\n                              and Compensation Committee\n\nAccepted and Agreed:\n\n\n\/s\/ Ryal R. Poppa\n- ------------------\nRyal R. Poppa\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-39607","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\/39607","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=39607"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39607"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39607"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39607"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}