{"id":39609,"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-victor-m.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-corp-and-victor-m","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-corp-and-victor-m.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Corp. and Victor M. Perez"},"content":{"rendered":"<pre>February 17, 1995\n\n\nVictor M. Perez\n1165 Harper Lake Drive\nLouisville,  CO   80027-0932\n\n\nDear Victor\n\nThis letter (the 'Agreement') sets forth the terms and conditions of your\nemployment with Storage Technology Corporation (the 'Company'). In consideration\nof your employment by the Company on the terms and conditions set forth below,\nand the mutual covenants and agreements contained herein, you and the Company\nagree as follows:\n\n          1.      Position: You will be employed full-time by the Company as\nCORPORATE VICE PRESIDENT INTERNATIONAL MANUFACTURING. You will report to the\nChief Executive 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 from\ntime to time. During the Employment Term (as herein defined), you shall devote\nyour entire working time, attention and energies to the business of the Company.\nExcept for personal investments, which shall not conflict with the business of\nthe Company, you shall not engage in any other business activity or activities\nthat require personal services by you that may conflict with the proper\nperformance of your duties hereunder.\n\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\n         3.       Base Compensation. For your services during the Employment\nTerm, the Company will pay you an annual base salary, effective November 16,\n1994, of $170,000 per year. Such salary shall be payable in installments in\naccordance with the regular payroll policies of the Company in effect from time\nto time during the Employment Term. The amount of your base salary may be\nadjusted either upward or downward by the Company from time to time during the\nEmployment Term.\n\n\n\n\n\n\n\n          4.      Bonuses.\n\n                  (a)   MBO Bonus Program. The Company currently maintains a\nManagement By Objective Bonus Program (the 'MBO Program'). During the Employment\nTerm, you shall be eligible for such bonuses as may be established from time to\ntime in accordance with the MBO Program by the Company's Board of Directors (the\n'Board'). For 1994, the Board has established for you an On Plan Bonus potential\npercentage of 35%. Such percentage may be adjusted either upward or downward for\nsubsequent years during the Employment Term. Any payments under the MBO Program\nshall be made in accordance with the provisions of, and under the conditions\ncontained in, the MBO Program and the terms of any bonus award authorized for\nyou by the Board.\n\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 separately\nexecuted following Board approval, the Company proposes to grant you an option\nto purchase 1500 Shares of the Company's common stock at a price per share equal\nto the closing price of the stock on the New York Stock Exchange on the day\nprior to approval by the Board. The vesting and other terms of those options\nwill be set out in the Option Agreement.\n\n          6.      Termination of Employment.\n\n                  (a)   Termination Without Cause. If, during the Employment\nTerm, the Company elects to terminate your employment without 'Cause' (as that\nterm is 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 the\nsum of (i) your then current rate of annual base salary and (ii) 100% of your On\nPlan Bonus potential percentage under the MBO Program for the year of\ntermination (whether or not such bonus would be otherwise payable). Such amount\nshall 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\n                  (b)   Termination in the Event of Sale, Merger or Change of\nControl. If, during the Employment Term, the Company is sold, or merged with or\ninto another 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 substantially\nall of the assets of the Company \n\n\n\n\n\n\nare sold, or more than 25% of the outstanding voting capital stock of the\nCompany is acquired by another person or persons (as such term is used in\nSections 13(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 by\nthe Company without Cause and such termination occurs within 24 months after the\ndate of any such Change in Control, then, upon such termination, and subject to\nthe provisions of 6(c) below, (i) the Company will pay you an amount equal to\ntwo times your annual base salary then in effect, plus two times 100% of your On\nPlan Bonus under the MBO Program based on your annual salary and On Plan Bonus\npotential percentage in effect immediately prior to the Change in Control (which\nshall be calculated as if the Company meets its plan for such year and which\nshall be payable whether or not the Company does in fact meet its plan), (ii)\nall outstanding stock options shall fully vest and become exercisable in full,\nand (iii) the Company's right to repurchase shall terminate with respect to any\nstock earlier purchased by you under the Company's 1987 Equity Participation\nPlan, and all such stock shall become fully vested. In addition, after such\ntermination of employment, you shall be entitled to exercise all stock options\nin accordance 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 6(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 such\nvesting shall be deemed to occur pursuant to the terms of such other section(s)\nor other agreements, and not under the terms of this section 6(b).\n\n                  (c)   Limitation on Payments. In the event that the severance\nand other benefits provided for in this Agreement or otherwise payable to you\n(i) would constitute 'parachute payments' within the meaning of Section 280G of\nthe Internal Revenue Code of 1986, as amended (the 'Code') and (ii) but for this\nsection (c), would be subject to the excise tax imposed by Section 4999 of the\nCode, then such severance benefits shall be either (i) delivered in full, or\n(ii) delivered as to such lesser extent which would result in no portion of such\nseverance benefits being subject to excise tax under Section 4999 of the Code,\nwhichever of the foregoing amounts, taking into account the applicable federal,\nstate and local income taxes and the excise tax imposed by Section 4999, results\nin the receipt by you on an after-tax basis, of the greatest amount of severance\nbenefits, notwithstanding that all or some portion of such severance benefits\nmay be taxable under Section 4999 of the Code. Unless you and \n\n\n\n\nthe Company agree otherwise in writing, any determination required under this\nsection 6(c) shall be made in writing by the Company's independent public\naccountants immediately prior to Change of Control (the 'Accountants'), whose\ndetermination shall be conclusive and binding upon you and the Company for all\npurposes. For purposes of making the calculations required by this section 6(c),\nthe Accountants may make reasonable assumptions and approximations concerning\napplicable taxes and may rely on reasonable, good faith interpretations\nconcerning the application of Sections 280G and 4999 of the Code. You and the\nCompany shall furnish to the Accountants such information and documents as the\nAccountants may reasonably request in order to make a determination under this\nsection. The Company shall bear all costs the Accountants may reasonably incur\nin connection with any calculations contemplated by this section 6(c).\n\n                  (d)   Termination for Cause. If the Company, during the\nEmployment Term, elects to terminate your employment for Cause, your employment\nwill terminate 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 which\ncase this section 6(d) shall be inapplicable). Following a Termination for Cause\nunder this section, the Company will not be obligated to pay you any additional\ncompensation, whether in the way of base compensation, bonus or otherwise, other\nthan the compensation due and owing through the date of termination. 'Cause,'\nfor purposes of this Agreement, shall mean any of the following: (i) willful\nbreach by you of any provision of this Agreement or any other written agreement\nbetween you and the Company; (ii) gross negligence or dishonesty in the\nperformance of your duties hereunder; (iii) engaging in conduct or activities or\nholding any position that materially conflicts with the interest of, or\nmaterially interferes with your duties owed to, the Company; (iv) engaging in\nconduct that is materially detrimental to the business of the Company; or (v)\nany intentional violation of Company policies applicable to employees of your\nposition with the Company.\n\n          7.      Benefit Programs. You shall also be entitled to such benefits\nand benefit 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 may\nor may not remain in effect) are outlined below:\n\n\n\n\n                  a.  Life  Insurance: Your life insurance coverage will \nincrease to three times your base salary.\n\n                  b.  Medical Coverage: You will have executive medical\ncoverage. This insurance covers 100% of your family's medical expenses up to\n$5,000 over 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\n                  c.  Vacation: You will receive cash for unused vacation days,\nsince you will be participating in the corporate officer vacation program, which\nallows vacation as business conditions dictate. There is no defined limit, and\ntherefore no vacation accrual.\n\n         8.       Compensation Deferral: You will be able to defer your \ncompensation in accordance with the terms of our Executive Deferred Compensation\nPlan.\n\n         9.       Automobile: You will receive up to $550 Auto allowance per\nmonth reimbursement on leased automobile payments and reimbursement for regular\nmaintenance and automobile insurance on your leased automobile. Contact Marti\nJordan (x33977) for more information on this program.\n\n         10.      Miscellaneous Executive Perquisites: During your Employment\nTerm, you shall be eligible for the following:\n\n                    First class air travel as long as StorageTek is profitable. \n\n                    Membership in an airline VIP club.\n\n                    Financial and tax counseling up to 1% of annual base\n                    salary.\n\n          11.     Miscellaneous Provisions.\n\n                  (a)   Withholding. All payments to you pursuant to this\nAgreement shall be subject to withholding of all amounts required to be withheld\nby applicable Internal Revenue Service and State tax authorities by the Company\nand shall be conditioned upon your submission of all information or execution of\nall instruments necessary to enable the Company to comply with such withholding\nrequirements.\n\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 Employment\nTerm you will comply with all provisions of said agreement and agree that you\nwill enter into such modifications or amendments thereof as the Company may\nreasonably request from time to time.\n\n                  (c)   Notice. Any notice required to be given in accordance\nwith the provisions of this Agreement shall be given in writing, either by\npersonal delivery or by \n\n\n\n\n\ncausing such written notice to be mailed, first class postage prepaid, in the\nUnited States mail to you at the address set forth above or to the Company at\nits principal business address, or at such other address for a party as shall be\nspecified by like notice, provided that notices of change of address shall be\neffective only upon receipt thereof.\n\n                  (d)   Governing Law. This Agreement is entered into in\naccordance with, and shall be interpreted pursuant to the provisions of, the\nlaws of the State of Colorado.\n\n                  (e)   Severability. If any provision of this Agreement shall\nbe held 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\n                  (f)   Entire Agreement. This Agreement, together with the \nother agreements 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\n                  (g)   Amendment of Agreement. This Agreement may not be\nmodified or amended, and no provision of this Agreement may be waived, except by\na writing signed by the parties hereto.\n\n         If this letter accurately sets forth the terms of our agreement\nrelating to your employment, please sign the enclosed copy of this letter in the\nspace provided below and return it to the Company.\n\nVery truly yours,\n\n\/s\/ Ryal R. Poppa\n--------------------\n\nRyal R. Poppa\nChairman and Chief Executive\nOfficer\n\n\n\n                                       \/s\/  Victor M. Perez\n                                       ---------------------------\n                                       Name\n\n                                       \/s\/ February 28, 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-39609","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\/39609","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=39609"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39609"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39609"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39609"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}